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EXHIBIT 4.5
JOINDER AND COMMITMENT INCREASE AGREEMENT
This Joinder and Commitment Increase Agreement (this "Joinder"), dated
as of July 15, 1998, is among BankBoston, N.A. ("BKB"), USTrust ("UST") and
Bankers Trust Company ("BT" and together with UST, "the New Banks"), the
Borrowers referred to below and BankBoston, N.A. in its capacity as
administrative agent (the "Agent") for the Banks referred to below. All
capitalized terms used herein without definitions shall have the meanings given
such terms in the Credit Agreement (as hereinafter defined).
WHEREAS, NationsRent, Inc. (the "Parent"), its Subsidiaries
(collectively with the Parent, the "Borrowers"), BKB and the other lending
institutions listed on Schedule I thereto (collectively, the "Banks"), the
Agent, LaSalle National Bank as documentation agent for the Banks and Fleet
Bank, N.A. and NationsBank, N.A. as co-agents for the Banks are parties to that
certain Amended and Restated Revolving Credit Agreement dated as of June 29,
1998 (as amended, restated, modified or supplemented and in effect from time to
time. the "Credit Agreement").
WHEREAS, Section 2.2.2 of the Credit Agreement provides for the
increase in the Total Commitment under the Credit Agreement up to $265,000,000
upon the request of the Borrowers with the consent of the Agent;
WHEREAS, the Borrowers have requested that BKB increase its Commitment
under the Credit Agreement to $50,000,000, UST become a Bank under the Credit
Agreement with a Commitment of $15,000,000 and BT becomes a Bank under the
Credit Agreement with a Commitment of $10,000,000;
WHEREAS, the Agent is willing to consent to such increase in the Total
Commitment and the addition of the New Banks provided that the New Banks, BKB,
the Borrowers and the Agent enter into this Joinder;
NOW THEREFORE, the parties hereto hereby agree as follows:
1. CONSENT TO JOINDER TO CREDIT AGREEMENT. Pursuant to ss.2.2.2 of the
Credit Agreement, the Agent and each of the Borrowers hereby consent to (a) the
addition of the New Banks as a Bank hereunder such that, after giving effect
hereto and as of the Effective Date, each New Bank shall be a party to the
Credit Agreement and shall have the rights and obligations of a Bank thereunder,
(b) the increase of BKB's Commitment to $50,000,000 and (c) the increase of the
Total Commitment to $265,000,000 The Borrowers hereby confirm that the increase
of the Total Commitment to $265,000,000 is not prohibited pursuant to the terms
of the Subordinated Debt.
2. JOINDER TO CREDIT AGREEMENT. Each New Bank (i) represents and
warrants that (A) it is duly and legally authorized to enter into this Joinder
Agreement (the "Joinder"), (B) the
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execution, delivery and performance of this Joinder does not conflict with any
provision of law or of the charter or by-laws of such New Bank, or of any
agreement binding on such New Bank, and (C) all acts, conditions and things
required to be done and performed and to have occurred prior to the execution,
delivery and performance of this Joinder, and to render the same the legal,
valid and binding obligation of such New Bank, enforceable against it in
accordance with its terms, have been done and performed and have occurred in due
and strict compliance with all applicable laws; (ii) confirms that it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to ss.ss.6.4 and 7.4 thereof and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Joinder; (iii) agrees that it
will, independently and without reliance upon either Bank Agent, either Co-Agent
or any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iv) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement and the other Loan Documents as are delegated to the
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (v) agrees that it will perform in accordance with their
terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank; and (vi) acknowledges and agrees that
it has made arrangements with the Agent satisfactory to such New Bank with
respect to its pro rata share of Letter of Credit Fees in respect of outstanding
Letters of Credit.
3. ISSUANCE OF REVOLVING CREDIT NOTES; REQUEST FOR LEGAL OPINION. UST
requests that the Borrowers issue a new Revolving Credit Note payable to UST in
the principal amount of $15,000,000. BT requests that the Borrowers issue a new
Revolving Credit Note payable to BT in the principal amount of $10,000,000. BKB
requests that the Borrowers issue an Amended and Restated Revolving Credit Note
payable to BKB in the principal amount of $50,000,000. BKB agrees to return its
Amended and Restated Revolving Credit Note dated as of June 29, 1998 to the
Borrowers upon its receipt of the new Amended and Restated Revolving Credit
Note. The New Banks and BKB further request that, no later than July 27, 1998,
▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, as counsel for the Borrowers,, deliver an opinion as
to the execution, delivery, authorization and enforceability of the new
Revolving Credit Notes and a statement that the New Banks are entitled to rely
on the prior opinions as of the respective dates thereof delivered by ▇▇▇▇▇,
Day, ▇▇▇▇▇▇ & ▇▇▇▇▇ in connection with the Credit Agreement.
4. EFFECTIVE DATE. The effective date for this Joinder shall be July
15, 1998 (the "Effective Date"). Following the execution of this Joinder, the
addition of the New Banks shall be recorded in the Register by the Agent.
Schedule 1 to the Credit Agreement shall thereupon be replaced as of the
Effective Date by the new Schedule 1 annexed hereto. The Agent shall make such
arrangements with the Banks as shall be necessary to provide that each Bank
shall hold its Commitment Percentage of outstanding Loans after giving effect to
this Joinder.
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5. RIGHTS UNDER CREDIT AGREEMENT. Upon the Effective Date, each
New Bank shall be a party to the Credit Agreement and, to the extent provided in
this Joinder, have the rights and obligations of a Bank thereunder.
6. GOVERNING LAW. THIS JOINDER IS INTENDED TO TAKE EFFECT AS A
SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO
CONFLICT OF LAWS).
7. COUNTERPARTS. This Joinder may be executed in any number of
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, but all of which together shall
constitute one instrument. In proving this Joinder, it shall not be necessary to
produce or account for more than one such counterpart signed by the party
against whom enforcement is sought.
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IN WITNESS WHEREOF, BKB, the New Banks, the Borrowers and the Agent
have duly executed this Joinder as of the date first above written.
BANKBOSTON, N.A., individually and as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director
USTRUST
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Principal
NATIONSRENT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
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SAM'S EQUIPMENT RENTAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ TRAILER MANUFACTURING
COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
NATIONSRENT OF KENTUCKY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
NATIONSRENT OF OHIO, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
NATIONSRENT OF INDIANA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
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NATIONSRENT OF WEST VIRGINIA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
TITAN RENTALS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
NATIONSRENT OF FLORIDA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
THE ▇▇▇▇-▇▇▇▇ COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
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A-ACTION RENTAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ EQUIPMENT CO.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
NATIONSRENT OF TEXAS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
THE ▇. ▇▇▇▇▇ CO. INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
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