EXHIBIT 10.9
FIRST AMENDMENT AND CONSENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "First Amendment") dated as of April 30, 1998 relates to that
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certain Second Amended and Restated Credit Agreement dated as of December 2,
1997 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among RSC Alabama, Inc., RSC Center, Inc.
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(formerly known as The Air & Pump Company), RSC Xxxxx Inc., RSC Industrial
Corporation, RSC Rents, Inc. and Xxxxxx Xxxxx Equipment, Inc. (collectively, the
"Borrowers"), RSC Acquisition Corp., RSC Holdings, Inc. and Rental Service
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Corporation (collectively, the "Parent Guarantors"), each financial institution
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identified on Annex I thereto (together with its successors and permitted
assigns pursuant to Section 12.8 thereof, a "Lender"), Bankers Trust Company, as
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Issuing Bank, and BT Commercial Corporation ("BTCC") acting as agent for the
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Lenders and the Issuing Bank (in such capacity, together with any successor
agent appointed pursuant to Section 11.8 thereof, the "Agent").
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1. DEFINITIONS. Capitalized terms used and not otherwise defined
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herein have the meanings assigned to them in the Credit Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT. Upon the "Amendment
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Effective Date" (as defined in Section 5 below), the Credit Agreement is hereby
amended as follows:
2.1 AMENDMENTS TO SECTION 1.1. Section 1.1 of the Credit
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Agreement is hereby amended as follows:
(a) the definition of "Applicable Eurodollar Rate Margin" is
amended and restated in its entirety to read as set forth on Exhibit I
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attached hereto and made a part hereof;
(b) the definition of "Applicable Prime Rate Margin" is
amended and restated in its entirety to read as set forth on Exhibit
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II attached hereto and made a part hereof;
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(c) the definition of "Asset Sale" is amended and restated
in its entirety to read as follows:
Asset Sale means (i) any sale, lease, assignment, transfer
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or other disposition of assets by any Credit Party or any
Subsidiary of any Credit Party (including the capital stock of
any Subsidiary of any Credit Party)
which requires the consent of the Requisite Lenders or any sale
and leaseback transaction (whether permitted by Section 8.15 or
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otherwise consented to by the Requisite Lenders) and (ii) any
event constituting, or which is deemed to be, an "Asset Sale" (as
defined in the Senior Subordinated Note Indenture).
(d) the definition of "Change in Control" is amended as
follows:
(i) to delete in its entirety the word "or" at the
end of clause (ii) thereof;
(ii) to delete in its entirety the period (".") at the
end of clause (iii) thereof and to substitute "; or" in lieu
thereof; and
(iii) to add the following as clause (iv) thereof:
(iv) a "Change of Control" (as defined in the
Senior Subordinated Note Indenture).
(e) the following definition of "First Amendment" is added
to Section 1.1 of the Credit Agreement in proper alphabetical order:
First Amendment means the First Amendment and Consent dated
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as of April 30, 1998 to Second Amended and Restated Credit
Agreement dated as of December 2, 1997, among the Borrowers, the
Parent Guarantors, the Agent and the Lenders.
(f) the following definition of "First Amendment Effective
Date" is added to Section 1.1 of the Credit Agreement in proper
alphabetical order:
First Amendment Effective Date means the "Amendment
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Effective Date" under (and as defined in) the First Amendment.
(g) the definition of "Net Cash Proceeds" is amended and
restated in its entirety to read as follows:
Net Cash Proceeds means, with respect to any Asset Sale
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relating to any property of any Credit Party or its Subsidiaries,
(i) the aggregate amount of cash consideration received by such
Credit Party or such Subsidiary in connection with such
transaction after deduction of all reasonable and customary fees,
costs and expenses directly incurred by
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such Credit Party or such Subsidiary in connection therewith,
including, without limitation, reasonable and customary
underwriting discount, brokerage or selling commissions, if any,
and the reasonable fees and disbursements of counsel paid by such
Credit Party or such Subsidiary in connection therewith and (ii)
any other net proceeds which constitute or are deemed "Net Cash
Proceeds" (as defined in the Senior Subordinated Note Indenture).
(h) the definition of "Permitted Subordinated Indebtedness"
is amended and restated in its entirety to read as follows:
Permitted Subordinated Indebtedness means the Senior
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Subordinated Notes issued by RSC and the unsecured guarantee(s)
thereof by certain of the other Credit Parties, in each case on
the terms set forth in the Senior Subordinated Note Indenture.
(i) the definition of "Pro Forma" is amended and restated in
its entirety to read as follows:
Pro Forma means the unaudited pro forma consolidated balance
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sheet of RSC, dated as of March 31, 1998, and giving effect to
the issuance of the Senior Subordinated Notes, the consummation
of the acquisitions described therein and the extensions of
credit contemplated by this Credit Agreement, attached hereto as
Exhibit G.
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(j) the definition of "Requisite Lenders" is amended to
delete in its entirety the phrase "incurred by RSC" in clause (ii)(B)
thereof;
(k) the following definition of "Senior Subordinated Note
Indenture" is added to Section 1.1 of the Credit Agreement in proper
alphabetical order:
Senior Subordinated Note Indenture means the Indenture
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pursuant to which the Senior Subordinated Notes are issued by RSC
and guaranteed by certain of the other Credit Parties and the
terms of which have been approved in accordance with the First
Amendment.
(l) the following definition of "Senior Subordinated Notes"
is added to Section 1.1 of the Credit Agreement in proper alphabetical
order:
Senior Subordinated Notes means (i) the unsecured Senior
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Subordinated Notes issued by RSC on the First Amendment Effective
Date with respect to which (A) the aggregate principal amount
thereof
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shall not exceed $200,000,000, (B) the effective interest rate
thereon shall not exceed 10 1/2% per annum (provided, that the
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effective interest rate may be increased by not more than 1 1/2%
per annum in the event RSC fails to comply with certain
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requirements to file a registration statement with respect to
such Senior Subordinated Notes) and (C) the maturity date shall
not be earlier than the tenth anniversary of the First Amendment
Effective Date and (ii) unsecured notes issued in exchange for
the Senior Subordinated Notes described in clause (i) which have
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substantially identical terms as such Senior Subordinated Notes.
2.2 AMENDMENT TO SECTION 4.5(A). Section 4.5(a) of the Credit
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Agreement is hereby amended to delete in its entirety the reference to
"4.00%" therein and to substitute in lieu thereof "3.75%".
2.3 AMENDMENTS TO SECTION 4.6. Section 4.6 of the Credit
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Agreement is hereby amended as follows:
(a) to delete in its entirety each reference to "2.50%"
therein and to substitute in lieu thereof "2.25%"; and
(b) to delete in its entirety the reference to "4.00%"
therein and to substitute in lieu thereof "3.75%".
2.4 AMENDMENTS TO SECTION 4.8(C). Section 4.8(c) of the Credit
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Agreement is hereby amended as follows:
(a) to delete in its entirety the reference to "270 days"
therein and to substitute in lieu thereof "240 days";
(b) to delete in its entirety each reference to "365 days"
therein and to substitute in lieu thereof "330 days"; and
(c) to delete in its entirety the reference to "365th day"
therein and to substitute in lieu thereof "330th day".
2.5 AMENDMENT TO SECTION 6.7. Section 6.7 of the Credit
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Agreement is hereby amended to insert the phrase "and the incurrence of any
Permitted Subordinated Indebtedness" immediately following the phrase
"After giving effect to the transactions contemplated by this Credit
Agreement" therein.
2.6 AMENDMENT TO SECTION 6.9. Section 6.9 of the Credit
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Agreement is hereby amended and restated in its entirety to read as
follows:
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6.9 Financial Data. The Credit Parties have provided to
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the Agent and each of the Lenders complete and accurate copies of (a)
the audited consolidated financial statements for RSC and its
Subsidiaries as of December 31, 1997, (b) the unaudited financial
statements of RSC and its Subsidiaries as of March 31, 1998, (c) the
Pro Forma and (d) the Projections. The Financial Statements described
in clauses (a) and (b) have been prepared in accordance with GAAP
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consistently applied throughout the periods involved except as stated
therein and fairly present the respective consolidated financial
positions, results of operations and cash flows of RSC and its
Subsidiaries for each of the periods covered, subject in the case of
clause (b) to audit adjustments and reclassification and month-end
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reconciliations. None of the Credit Parties has any Contingent
Obligation, contingent liability or liability for taxes, long-term
leases or commitments, which is not reflected (to the extent required
by GAAP consistently applied) in such Financial Statements (other than
the guarantee(s) of the Senior Subordinated Notes by certain of the
Credit Parties). The Pro Forma fairly presents on a pro forma basis
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the financial condition of RSC and its Subsidiaries as of March 31,
1998 but after giving effect to the incurrence of Permitted
Subordinated Indebtedness and the consummation of the acquisitions and
transactions described therein, and reflects on a pro forma basis
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those liabilities reflected in the notes thereto and resulting from
the incurrence of Permitted Subordinated Indebtedness and the
consummation of the acquisitions and transactions described therein
and the transactions contemplated by the Credit Documents. The
Projections and the assumptions expressed in the Pro Forma are
reasonable based on the information available to the Credit Parties at
the time so furnished.
2.7 AMENDMENT TO SECTION 7.2(C). Section 7.2(c) of the Credit
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Agreement is hereby amended to insert the phrase "Schedule B to this
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Agreement and" immediately after the word "modify" in the last sentence
thereof.
2.8 AMENDMENT TO SECTION 8.2. Section 8.2 of the Credit
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Agreement is hereby amended to delete in its entirety the text thereof and
to substitute in lieu thereof the text set forth on Exhibit III attached
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hereto and made a part hereof.
2.9 AMENDMENT TO SECTION 8.3. Section 8.3 of the Credit
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Agreement is hereby amended to delete in its entirety the text thereof and
to substitute in lieu thereof the text set forth on Exhibit IV attached
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hereto and made a part hereof.
2.10 AMENDMENT TO SECTION 8.4. Section 8.4 of the Credit
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Agreement is hereby amended to delete in its entirety the text thereof and
to substitute in lieu thereof the text set forth on Exhibit V attached
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hereto and made a part hereof.
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2.11 AMENDMENTS TO SECTION 8.5. Section 8.5 of the Credit
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Agreement is hereby amended as follows:
(a) to amend and restate in its entirety the table of Fiscal
Years and Maximum Expenditure Amounts in subsection (f) thereof to
read as follows:
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FISCAL YEAR MAXIMUM AMOUNT
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1997 $160,000,000
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1998 $220,000,000
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1999 $235,000,000
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2000 $250,000,000
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2001 $270,000,000
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2002 $340,000,000
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2003 $340,000,000
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2004 $340,000,000
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(b) to delete in its entirety the reference in clause (iii)
of subsection (g) thereof to "$15,000,000" and to substitute in lieu
thereof "$25,000,000".
2.12 AMENDMENTS TO SECTION 8.7. Section 8.7 of the Credit
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Agreement is hereby amended as follows:
(a) to add the following phrase immediately before the semi-
colon (";") at the end of subsection (c) thereof: ", provided, that
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such Purchase Money Liens and other Liens are created within 90 days
after the incurrence of the related Indebtedness"; and
(b) to add the following phrase immediately before the semi-
colon (";") at the end of subsection (e) thereof: "so long as any
appropriate legal proceedings which may have been duly initiated for
the review of such judgment shall not have been finally terminated or
the period within which such proceedings may be initiated shall not
have expired".
2.13 AMENDMENT TO SECTION 8.8. Section 8.8 of the Credit
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Agreement is hereby amended to add the following immediately before the
period (".") at the end thereof:
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and (iii) unsecured guarantees by Subsidiaries of RSC of the Senior
Subordinated Notes, provided that, prior to or concurrently with the
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execution of any such guarantee by any such Subsidiary, such
Subsidiary shall have become a Borrower or a Subsidiary Guarantor
pursuant to, and shall have otherwise complied with the requirements
of, Section 8.20.
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2.14 AMENDMENTS TO SECTION 8.10. Section 8.10 of the Credit
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Agreement is hereby amended as follows:
(a) to amend and restate in its entirety clause (iv) of
subsection (a) thereof to read as follows:
(iv) the Borrowers may declare and pay cash to RSC
Acquisition and RSC Holdings, and RSC Acquisition and RSC
Holdings may declare and pay to RSC, cash (provided that to
the extent the payment is a loan, the loan is permitted by
Section 8.6(g) and any promissory notes evidencing such loan
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are delivered to the Agent, for the benefit of the Holders,
pursuant to the Security Agreement) to the extent necessary
to enable RSC to pay scheduled payments of principal and
interest (including additional interest at the rate
described in the definition of "Senior Subordinated Notes")
on the Senior Subordinated Notes permitted to be made
pursuant to subsection (b) below, provided, that any payment
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permitted under this clause (iv) is payable and is paid no
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earlier than one Business Day prior to the date when such
cash interest payment is due.
(b) to amend and restate in its entirety subsection (b)
thereof to read as follows:
(b) None of the Credit Parties or their respective
Subsidiaries shall, directly or indirectly, make any payment or
prepayment of principal or, premium, if any, or interest on, or
redemption (including, without limitation, by making payments to
a sinking or analogous fund) or repurchase of, or deposit to
defease fully or partially any of their respective covenants or
obligations with respect to (i) any Permitted Subordinated
Indebtedness or (ii) any Mandatory Redeemable Obligation;
provided, that RSC may make scheduled payments of principal and
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interest (including additional interest at the rate described in
the definition of "Senior Subordinated Notes") on the Senior
Subordinated Notes to the extent the same are permitted to be
made pursuant to the terms of the Senior Subordinated Note
Indenture as the same is in effect on the First Amendment
Effective Date.
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2.15 AMENDMENTS TO SECTION 8.20. Section 8.20 of the Credit
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Agreement is hereby amended to delete in its entirety the phrase "a
Subsidiary of a Borrower acquired in an Acquisition" in the proviso to
clause (ii) thereof and to substitute in lieu thereof ", unless a
Subsidiary of a Borrower acquired in an Acquisition shall otherwise be
required to become a Borrower or a Subsidiary Guarantor pursuant to Section
8.8, such Subsidiary".
2.16 AMENDMENT TO ANNEX I. Annex I to the Credit Agreement is
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hereby deleted in its entirety and new Annex I, attached hereto as Exhibit
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VI, is substituted in lieu thereof.
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2.17 AMENDMENT TO EXHIBIT G. Exhibit G to the Credit Agreement
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(Pro Forma) is hereby deleted in its entirety and new Exhibit G, attached
hereto as Exhibit VII, is substituted in lieu thereof.
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2.18 AMENDMENT TO EXHIBIT H. Exhibit H to the Credit Agreement
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(Projections) is hereby deleted in its entirety and new Exhibit H, attached
hereto as Exhibit VIII, is substituted in lieu thereof.
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2.19 AMENDMENT TO EXHIBIT S. Exhibit S to the Credit Agreement
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(Acquisition Document List) is hereby amended to delete in its entirety the
reference to "$15,000,000" in paragraph C thereof and to insert
"$25,000,000" in lieu thereof.
2.20 AMENDMENT TO EXHIBIT U. Exhibit U to the Credit Agreement
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(New Subsidiary Document List) is hereby amended to delete in its entirety
the phrase "A Subsidiary of a Borrower acquired in an Acquisition" and to
substitute in lieu thereof "Unless a Subsidiary of a Borrower acquired in
an Acquisition shall otherwise be required to become a Borrower or a
Subsidiary Guarantor pursuant to Section 8.8 of the Credit Agreement, such
Subsidiary".
3. CONSENT. As of the Amendment Effective Date, the Lenders hereby
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consent to the issuance by RSC of the Senior Subordinated Notes and the
guarantee thereof by RSC Acquisition, RSC Holdings and each Borrower (and,
subject to Section 8.8 of the Credit Agreement, any Subsidiary which becomes a
guarantor of the Senior Subordinated Notes after the Amendment Effective Date),
provided that (i) the aggregate principal amount of the Senior Subordinated
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Notes shall not exceed $200,000,000, (ii) the effective interest rate thereon
shall not exceed 10 1/2% per annum (provided, that the effective interest rate
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may be increased by not more than 1 1/2% per annum in the event RSC fails to
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comply with certain requirements to file a registration statement with respect
to such Senior Subordinated Notes), (iii) the maturity date shall not be earlier
than the tenth anniversary of the First Amendment Effective Date, (iv) no
collateral or security secures the payment or performance of the Senior
Subordinated Notes or any guaranty thereof and (v) all of the other material
terms and conditions of the Senior
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Subordinated Notes and the guaranties thereof shall be as set forth on Exhibit
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IX attached hereto and made a part hereof.
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4. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby
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represents and warrants to each Lender, the Issuing Bank and the Agent that, as
of the Amendment Effective Date (after giving effect to this First Amendment and
the incurrence of Permitted Subordinated Indebtedness):
(a) Each of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct on and as of
such dates, as if then made, other than representations and warranties that
relate solely to an earlier date;
(b) No Default or Event of Default shall have occurred and is
continuing;
(c) No change, occurrence, event or development or event involving a
prospective change that is reasonably likely to have a Material Adverse
Effect shall have occurred and be continuing;
(d) No Change of Control has occurred; and
(e) All consents necessary to permit the incurrence of Permitted
Subordinated Indebtedness by the Credit Parties pursuant to the Senior
Subordinated Note Indenture have been obtained, and no material breach of
any term or provision of the Senior Subordinated Note Indenture or the
Senior Subordinated Notes has occurred, and no action has been taken by any
competent authority which restrains, prevents or imposes material adverse
conditions upon, or seeks to restrain, prevent or impose material adverse
conditions upon, the Credit Parties' incurrence of Permitted Subordinated
Indebtedness, and the Senior Subordinated Notes have been issued in
compliance in all material respects with all applicable Requirements of
Law.
5. AMENDMENT EFFECTIVE DATE. This First Amendment shall become
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effective as of the date on or before May 31, 1998 (the "Amendment Effective
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Date") when each of the following conditions shall have been satisfied:
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(a) the Agent shall have received each of the following documents, in
each case in form and substance reasonably satisfactory to the Agent:
(i) counterparts hereof executed by each Borrower, each Parent
Guarantor, the Agent and each Revolving Credit Lender identified on
Annex I to the Credit Agreement (after giving effect to this First
Amendment) and the Majority Term Loan Lenders;
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(ii) to the extent necessary in connection with any
reallocation of the Revolving Credit Commitments or Term Loan
Outstandings, (A) replacement Revolving Credit Notes or Term Notes,
executed by the applicable Borrower and in substantially the form of
Exhibit I or Exhibit M, as the case may be and (B) any necessary
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assignment agreements relating to such reallocation;
(iii) a certificate of the Secretary or Assistant Secretary of
each Credit Party certifying (A) the resolutions of the Board of
Directors of such Credit Party authorizing, to the extent applicable,
the issuance or guaranty of the Senior Subordinated Notes and the
execution, delivery and performance of this First Amendment, (B) the
names, incumbency and signatures of the officers of such Credit Party
authorized to execute, deliver and perform the Credit Documents
(including any officers which may be executing Credit Documents in
connection with an Acquisition) and (C) the accuracy and completeness
of the Governing Documents delivered to the Agent, the Issuing Banks
and the Lenders prior to the Amendment Effective Date, attaching
thereto any and all amendments and modifications of such Governing
Documents not previously delivered to such parties;
(iv) a certificate of the chief executive officer or a
Financial Officer of each Credit Party executed and delivered on
behalf of such Credit Party certifying that all conditions precedent
to the effectiveness of this First Amendment (other than conditions
within the control of the Agent and the Lenders) have been met (or,
concurrently with the Amendment Effective Date, will be met), all
representations and warranties made in this First Amendment are true
and correct and (after giving effect to this First Amendment) no
Default or Event of Default has occurred and is continuing;
(v) a Solvency Certificate for the Credit Parties, on a
combined basis, executed by a Financial Officer of each Credit Party ,
giving effect to this First Amendment and the issuance and guaranty of
the Senior Subordinated Notes;
(vi) certified copies of the Senior Subordinated Note Indenture
and the offering memorandum and prospectus for the Senior Subordinated
Notes;
(vii) a funds flow memorandum certified by a Financial Officer
of each Credit Party with respect to the proceeds of the Senior
Subordinated Notes and the payment of transaction costs related
thereto;
(viii) an opinion of Xxxxxx & Xxxxxxx, special counsel to the
Credit Parties, with respect to this First Amendment, non-
contravention of the Credit Agreement, as amended by this First
Amendment, with the Senior Subordinated Note Indenture and such other
matters as the Agent may reasonably request;
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(ix) to the extent similar opinions are delivered in connection
with the issuance and guaranty of the Senior Subordinated Notes,
opinions of Texas, Mississippi and Alabama counsel to the Credit
Parties, with respect to this First Amendment and such other matters
as the Agent may reasonably request; and
(x) such additional documentation as the Agent may reasonably
request.
(b) RSC shall have issued the Senior Subordinated Notes in an
aggregate principal amount of at least $150,000,000, the net proceeds of
which shall have been paid to the Agent, for the benefit of the Revolving
Credit Lenders, for application on the outstanding principal amount of the
Revolving Loans.
(c) No law, regulation, order, judgment or decree of any Governmental
Authority shall, and the Agent shall not have received any notice that
litigation is pending or threatened which is likely to, enjoin, prohibit or
restrain the issuance of the Senior Subordinated Notes or the transactions
contemplated by this First Amendment, except for such laws, regulations,
orders or decrees, or pending or threatened litigation that in the
aggregate could not reasonably be expected to result in a Material Adverse
Effect.
(d) All Fees, and all Expenses as to which the Credit Parties have
received an invoice, in each case which are payable on or before the
Amendment Effective Date shall have been paid.
6. MISCELLANEOUS. This First Amendment is a Credit Document. The
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headings herein are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof. Except to the extent specifically amended
or modified hereby for the periods specified herein, the provisions of the
Credit Agreement shall not be amended, modified, impaired or otherwise affected
hereby and the Credit Agreement and all of the Obligations are hereby confirmed
in full force and effect. The execution, delivery and effectiveness of this
First Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Agent, any Lender or the Issuing
Bank under any of the Credit Documents, nor constitute a waiver of any provision
of any of the Credit Documents.
7. COUNTERPARTS. This First Amendment may be executed in any number
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of counterparts and by the different parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.
8. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF
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THIS FIRST AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS
FIRST AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL
BE GOVERNED BY THE
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INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS OTHER THAN THOSE
CONTAINED IN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401) AND DECISIONS OF
THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the Agent, the Lenders, the Borrowers and the
Parent Guarantors have caused this First Amendment to be executed by their
respective officers thereunto duly authorized as of the date first above
written.
BORROWERS: RSC ALABAMA, INC.
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By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Secretary
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RSC CENTER, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Secretary
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RSC XXXXX INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Secretary
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RSC INDUSTRIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Secretary
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RSC RENTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Secretary
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XXXXXX XXXXX EQUIPMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Secretary
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PARENT GUARANTORS: RSC ACQUISITION CORP.
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By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Secretary
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RSC HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Secretary
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RENTAL SERVICE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Secretary
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AGENT: BT COMMERCIAL CORPORATION,
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as Agent, as a Revolving Credit Lender and as a
Term Loan Lender
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: Associate
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REVOLVING CREDIT LENDERS: BANKBOSTON, N.A.
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By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Director
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XXX XXXX XX XXXX XXXXXX
By: /s/ X. Xxx Xxxxxxxx
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Name: X. Xxx Xxxxxxxx
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Title: Senior Relationship Manager
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BANK ONE, ARIZONA, NA
By: /s/ Xxxxxxx X. XxXxxx
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Name: Xxxxxxx X. XxXxxx
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Title: Vice President
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BANQUE PARIBAS
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
---------------------------------
Title: Assistant Vice President
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By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
---------------------------------
Title: Director
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BNY FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Vice President
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THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Assistant Vice President
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U.S. BANK NATIONAL ASSOCIATION f/k/a
COLORADO NATIONAL BANK
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President
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COMERICA BANK
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Account Officer
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CONGRESS FINANCIAL CORPORATION (WESTERN)
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Sr. Vice President
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CORESTATES BANK, N.A.
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
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Title: Assistant Vice President
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CREDITANSTALT CORPORATE FINANCE,
INC.
By:
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Name:
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Title:
--------------------------
By:
-----------------------------
Name:
---------------------------
Title:
-----------------------------
S-4-
DEUTSCHE FINANCIAL SERVICES
CORPORATION
By: /s/ Xxxxxxx X. XxxXxxxxx
---------------------------
Name: Xxxxxxx X. XxxXxxxxx
-------------------------
Title: Vice President
------------------------
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxx
--------------------------
Title: VP Senior Loan Officer
-------------------------
XXXXXX FINANCIAL, INC.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
IBJ XXXXXXXX BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
--------------------------
Title: Vice President
-------------------------
KEY CORPORATE CAPITAL INC.
By: /s/ Xxxxxxx X. XxXxxxxxxx
----------------------------
Name: Xxxxxxx X. XxXxxxxxxx
--------------------------
Title: Vice President
-------------------------
LASALLE NATIONAL BANK, N.A.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
--------------------------
Title: Sr. Vice President
-------------------------
S-5-
THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By: /s/ T. Xxxxxx Xxxxxxx XX
-----------------------------
Name: T. Xxxxxx Xxxxxxx XX
---------------------------
Title: Deputy General Manager
--------------------------
MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
-------------------------
NATIONAL BANK OF CANADA
By: /s/ X. X. XxXxxxxxx
----------------------------
Name: X. X. XxXxxxxxx
--------------------------
Title: Vice President
-------------------------
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------
Title: Vice President
-------------------------
NATIONSBANK OF TEXAS, N.A.
By: /s/ E. Xxxxx Xxxxxxxxxx
-----------------------------
Name: E. Xxxxx Xxxxxxxxxx
--------------------------
Title: Vice President
-------------------------
SANWA BANK CALIFORNIA
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
-------------------------
S-6-
SOUTHERN PACIFIC BANK
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
SUMITOMO BANK OF CALIFORNIA
By: /s/ Xxxxxxx X. Xxx Xxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxx Xxxxxxxxxx
-----------------------------
Title: Vice President
----------------------------
SUMMIT COMMERCIAL/GIBRALTAR CORP.
(formerly known as Gibraltar Corporation of
America)
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxx
-----------------------------
Title: Executive Vice President
----------------------------
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
----------------------------
Title: Assistant Vice President
---------------------------
TERM LOAN LENDERS: ARES LEVERAGED INVESTMENT
----------------- FUND L.P.
By: Ares Management, L.P.
Its general partner
By: Ares Operating Member LLC,
Its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
---------------------------
Title: Vice President
--------------------------
S-7-
PARIBAS CAPITAL FUNDING LLC
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------
Title: Director
-------------------------
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
-------------------------
Title: Authorized Signatory
------------------------
XXXXXXX XXXXX DEBT STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
-------------------------
Title: Authorized Signatory
------------------------
KZH-ING-2 CORPORATION
By:
---------------------------
Name:
-------------------------
Title:
------------------------
BANKERS TRUST COMPANY
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
-------------------------
Title: Vice President
------------------------
S-8-
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By:
---------------------------
Name:
-------------------------
Title:
------------------------
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisers (Bermuda), Ltd.,
as General Partner
By:
--------------------------
Name:
-------------------------
Title:
------------------------
By: TCW Investment Management Company,
as Investment Adviser
By:
---------------------------
Name:
-------------------------
Title:
------------------------
TORONTO DOMINION (TEXAS), INC.
By:
---------------------------
Name:
-------------------------
Title:
------------------------
S-9-
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.,
as Attorney-in-Fact and on behalf of First All
American Financial Life Insurance Company
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
---------------------------
Title: Vice President
--------------------------
CYPRESSTREE INVESTMENT PARTNERS I, LIMITED
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
---------------------------
Title: Vice President
--------------------------
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
---------------------------
Title: Vice President
--------------------------
S-10-
EXHIBIT I
TO
FIRST AMENDMENT AND CONSENT
New Definition of Applicable Eurodollar Rate Margin
---------------------------------------------------
Applicable Eurodollar Rate Margin means, with respect to any Revolving
---------------------------------
Loan accruing interest in accordance with Section 4.2(b), a rate per annum equal
-------------- --- -----
to (i) for the period commencing on the Effective Date and ending on March 31,
1998, 1.75%; (ii) for the period commencing on April 1, 1998 until the First
Amendment Effective Date, 2.00%, provided that, from and after April 1, 1998, if
--------
the Total Indebtedness Ratio for the applicable period ending on the then most
recent Quarterly Determination Date (as shown on the quarterly Compliance
Certificate delivered pursuant to Section 7.1(c)) is within the ranges set out
--------------
below and no Default or Event of Default exists as of such Quarterly
Determination Date, the Applicable Eurodollar Rate Margin shall be the per annum
--- -----
rate set out opposite the applicable range indicated below:
TOTAL INDEBTEDNESS RATIO APPLICABLE EURODOLLAR
RATE MARGIN
======================================================================
Less than or equal 1.75%
to 2.75:1 and greater
than 2.50:1
----------------------------------------------------------------------
Less than or equal 1.50%
to 2.50:1 and greater
than 2.25:1
-----------------------------------------------------------------------
Less than or equal 1.25%
to 2.25:1
=======================================================================
(iii) for the period commencing on the First Amendment Effective Date and ending
on December 31, 1998, 1.50%; and (iv) from and after January 1, 1999, 1.75%,
provided that, from and after January 1, 1999, if the Total Indebtedness Ratio
--------
for the applicable period ending on the then most recent Quarterly Determination
Date (as shown on the quarterly Compliance Certificate delivered pursuant to
Section 7.1(c)) is within the ranges set out below and no Default
--------------
or Event of Default exists as of such Quarterly Determination Date, the
Applicable Eurodollar Rate Margin shall be the per annum rate set out opposite
--- -----
the applicable range indicated below:
TOTAL INDEBTEDNESS RATIO APPLICABLE EURODOLLAR
RATE MARGIN
==================================================================
Less than or equal 1.50%
to 3.00:1 and greater
than 2.50:1
------------------------------------------------------------------
Less than or equal 1.25%
to 2.50:1 and greater
than 2.25:1
------------------------------------------------------------------
Less than or equal 1.00%
to 2.25:1 and greater
than 1.75:1
------------------------------------------------------------------
Less than or equal 0.75%
to 1.75:1
==================================================================
In the event of the delivery of a Compliance Certificate showing an increase or
decrease in the Total Indebtedness Ratio which requires a change in the
Applicable Eurodollar Rate Margin, the change in the Applicable Eurodollar Rate
Margin shall be effective from the first day of the calendar month immediately
following receipt of the Compliance Certificate (provided that the Compliance
--------
Certificate is received by the Agent no later than 3:00 P.M. New York City time
at least one (1) Business Day prior to the first day of such calendar month)
until the next such date on which the Applicable Eurodollar Rate Margin is
subject to change following the delivery of (or failure to deliver) a Compliance
Certificate showing an increase or decrease in the Total Indebtedness Ratio
which requires a change in the Applicable Eurodollar Rate Margin. The failure
to deliver any Compliance Certificate by the date required under the Credit
Agreement (after giving effect to any applicable grace period) shall
automatically cause the Applicable Eurodollar Rate Margin to be the maximum per
---
annum rate for the applicable period described above, effective as of the first
-----
day of the calendar month immediately following the date on which the delivery
of the Compliance Certificate was otherwise required.
-I-2
EXHIBIT II
TO
FIRST AMENDMENT AND CONSENT
New Definition of Applicable Prime Rate Margin
----------------------------------------------
Applicable Prime Rate Margin means, with respect to any Revolving Loan
----------------------------
accruing interest in accordance with Section 4.1(a), a rate per annum equal to
-------------- --- -----
(i) for the period commencing on the Effective Date and ending on March 31,
1998, 0.25%; (ii) for the period commencing on April 1, 1998 until the First
Amendment Effective Date, 0.50%, provided that, from and after April 1, 1998, if
--------
the Total Indebtedness Ratio for the applicable period ending on the then most
recent Quarterly Determination Date (as shown on the quarterly Compliance
Certificate delivered pursuant to Section 7.1(c)) is within the ranges set out
--------------
below and no Default or Event of Default exists as of such Quarterly
Determination Date, the Applicable Prime Rate Margin shall be the per annum rate
--- -----
set out opposite the applicable range indicated below:
APPLICABLE PRIME
TOTAL INDEBTEDNESS RATIO RATE MARGIN
======================================================
Less than or equal 0.25%
to 2.75:1 and greater
than 2.50:1
Less than or equal -0-
to 2.50:1 and greater
than 2.25:1
Less than or equal (0.25%)
to 2.25:1
=====================================================
(iii) for the period commencing on the First Amendment Effective Date and ending
on December 31, 1998, zero (-0-); and (iv) from and after January 1, 1999,
0.25%, provided that, from and after January 1, 1999, if the Total Indebtedness
--------
Ratio for the applicable period ending on the then most recent Quarterly
Determination Date (as shown on the quarterly Compliance Certificate delivered
pursuant to Section 7.1(c)) is within the ranges set out below and no Default
--------------
-II-1-
or Event of Default exists as of such Quarterly Determination Date, the
Applicable Prime Rate Margin shall be the per annum rate set out opposite the
--- -----
applicable range indicated below:
APPLICABLE PRIME
TOTAL INDEBTEDNESS RATIO RATE MARGIN
=============================================================
Less than or equal -0-
to 3.00:1 and greater
than 2.50:1
-------------------------------------------------------------
Less than or equal (0.25%)
to 2.50:1 and greater
than 2.25:1
-------------------------------------------------------------
Less than or equal (0.50%)
to 2.25:1 and greater
than 1.75:1
-------------------------------------------------------------
Less than or equal (0.75%)
to 1.75:1
=============================================================
In the event of the delivery of a Compliance Certificate showing an increase or
decrease in the Total Indebtedness Ratio which requires a change in the
Applicable Prime Rate Margin, the change in the Applicable Prime Rate Margin
shall be effective from the first day of the calendar month immediately
following receipt of the Compliance Certificate (provided that the Compliance
--------
Certificate is received by the Agent no later than 3:00 P.M. New York City time
at least one (1) Business Day prior to the first day of such calendar month)
until the next such date on which the Applicable Prime Rate Margin is subject to
change following the delivery of (or failure to deliver) a Compliance
Certificate showing an increase or decrease in the Total Indebtedness Ratio
which requires a change in the Applicable Prime Rate Margin. The failure to
deliver any Compliance Certificate by the date required under the Credit
Agreement (after giving effect to any applicable grace period) shall
automatically cause the Applicable Prime Rate Margin to be the maximum per annum
--- -----
rate for the applicable period described above, effective as of the first day of
the calendar month immediately following the date on which the delivery of the
Compliance Certificate was otherwise required.
-II-2-
EXHIBIT III
TO
FIRST AMENDMENT AND CONSENT
Amended and Restated Section 8.2
--------------------------------
8.2 Minimum Interest Coverage Ratio. The Credit Parties shall not
-------------------------------
permit the ratio of (i) EBITA to (ii) Interest Expense, determined as of each
Quarterly Determination Date set out below for the twelve-month period ending on
such Quarterly Determination Date, to be less than the ratio set out opposite
such date below:
QUARTERLY DETERMINATION
DATE MINIMUM RATIO
=====================================================
December 31, 1997 2.0x
-----------------------------------------------------
March 31, 1998 2.0x
-----------------------------------------------------
June 30, 1998 2.1x
-----------------------------------------------------
September 30, 1998 2.1x
-----------------------------------------------------
December 31, 1998 2.1x
-----------------------------------------------------
March 31, 1999 2.1x
-----------------------------------------------------
June 30, 1999 2.1x
-----------------------------------------------------
September 30, 1999 2.1x
-----------------------------------------------------
December 31, 1999 2.2x
-----------------------------------------------------
March 31, 2000 2.2x
-----------------------------------------------------
June 30, 2000 2.3x
-----------------------------------------------------
September 30, 2000 2.3x
-----------------------------------------------------
December 31, 2000 2.3x
-----------------------------------------------------
March 31, 2001 2.4x
-----------------------------------------------------
June 30, 2001 2.5x
-----------------------------------------------------
September 30, 2001 2.5x
-----------------------------------------------------
December 31, 2001 2.6x
-----------------------------------------------------
-III-1-
QUARTERLY DETERMINATION
DATE MINIMUM RATIO
=====================================================
March 31, 2002 2.6x
-----------------------------------------------------
June 30, 2002 2.6x
-----------------------------------------------------
September 30, 2002 2.6x
-----------------------------------------------------
December 31, 2002 2.6x
-----------------------------------------------------
March 31, 2003 2.7x
-----------------------------------------------------
June 30, 2003 2.7x
-----------------------------------------------------
September 30, 2003 2.7x
-----------------------------------------------------
December 31, 2003 2.7x
-----------------------------------------------------
March 31, 2004 2.7x
-----------------------------------------------------
June 30, 2004 2.7x
-----------------------------------------------------
September 30, 2004 2.7x
-----------------------------------------------------
December 31, 2004 2.7x
=====================================================
-III-2-
EXHIBIT IV
TO
FIRST AMENDMENT AND CONSENT
Amended and Restated Section 8.3
--------------------------------
8.3 Maximum Total Indebtedness Ratio. The Credit Parties shall not
--------------------------------
permit the ratio of (i) the aggregate amount of all Indebtedness of the Credit
Parties outstanding at any time during the periods set out below, to (ii)
EBITDA, determined as of each Quarterly Determination Date set out below for the
twelve-month period ending on such Quarterly Determination Date, to be greater
than the ratio set out opposite such date below:
QUARTERLY DETERMINATION
DATE MAXIMUM RATIO
==========================================================
December 31, 1997 5.5x
----------------------------------------------------------
March 31, 1998 4.5x
----------------------------------------------------------
June 30, 1998 4.5x
----------------------------------------------------------
September 30, 1998 4.0x
----------------------------------------------------------
December 31, 1998 3.8x
----------------------------------------------------------
March 31, 1999 3.6x
----------------------------------------------------------
June 30, 1999 3.6x
----------------------------------------------------------
September 30, 1999 3.4x
----------------------------------------------------------
December 31, 1999 3.4x
----------------------------------------------------------
March 31, 2000 3.4x
----------------------------------------------------------
June 30, 2000 3.4x
----------------------------------------------------------
September 30, 2000 3.2x
----------------------------------------------------------
December 31, 2000 3.2x
----------------------------------------------------------
March 31, 2001 3.2x
----------------------------------------------------------
June 30, 2001 3.2x
----------------------------------------------------------
September 30, 2001 3.0x
----------------------------------------------------------
December 31, 2001 3.0x
----------------------------------------------------------
-IV-1-
QUARTERLY DETERMINATION
DATE MAXIMUM RATIO
==========================================================
March 31, 2002 3.0x
----------------------------------------------------------
June 30, 2002 3.0x
----------------------------------------------------------
September 30, 2002 2.9x
----------------------------------------------------------
December 31, 2002 2.9x
----------------------------------------------------------
March 31, 2003 2.9x
----------------------------------------------------------
June 30, 2003 2.9x
----------------------------------------------------------
September 30, 2003 2.8x
----------------------------------------------------------
December 31, 2003 2.8x
----------------------------------------------------------
March 31, 2004 2.8x
----------------------------------------------------------
June 30, 2004 2.8x
----------------------------------------------------------
September 30, 2004 2.7x
----------------------------------------------------------
December 31, 2004 2.7x
==========================================================
-IV-2
EXHIBIT V
TO
FIRST AMENDMENT AND CONSENT
Amended and Restated Section 8.4
--------------------------------
8.4 Minimum EBITDA. The Credit Parties shall not permit EBITDA,
--------------
determined as of each Quarterly Determination Date set out below for the twelve-
month period ending on such Quarterly Determination Date, to be less than the
amount set out opposite such date below:
QUARTERLY DETERMINATION
DATE MINIMUM AMOUNT
===================================================
December 31, 1997 $ 70,400,000
---------------------------------------------------
March 31, 1998 $ 80,400,000
---------------------------------------------------
June 30, 1998 $115,000,000
---------------------------------------------------
September 30, 1998 $140,000,000
---------------------------------------------------
December 31, 1998 $160,000,000
---------------------------------------------------
March 31, 1999 $180,000,000
---------------------------------------------------
June 30, 1999 $200,000,000
---------------------------------------------------
September 30, 1999 $210,000,000
---------------------------------------------------
December 31, 1999 $220,000,000
---------------------------------------------------
March 31, 2000 $230,000,000
---------------------------------------------------
June 30, 2000 $240,000,000
---------------------------------------------------
September 30, 2000 $260,000,000
---------------------------------------------------
December 31, 2000 $270,000,000
---------------------------------------------------
March 31, 2001 $280,000,000
---------------------------------------------------
June 30, 2001 $290,000,000
---------------------------------------------------
September 30, 2001 $300,000,000
---------------------------------------------------
December 31, 2001 $320,000,000
---------------------------------------------------
March 31, 2002 $340,000,000
---------------------------------------------------
-V-1-
QUARTERLY DETERMINATION
DATE MINIMUM AMOUNT
==================================================
June 30, 2002 $350,000,000
---------------------------------------------------
September 30, 2002 $370,000,000
---------------------------------------------------
December 31, 2002 $380,000,000
---------------------------------------------------
March 31, 2003 $390,000,000
---------------------------------------------------
June 30, 2003 $400,000,000
---------------------------------------------------
September 30, 2003 $410,000,000
---------------------------------------------------
December 31, 2003 $420,000,000
---------------------------------------------------
March 31, 2004 $430,000,000
---------------------------------------------------
June 30, 2004 $440,000,000
---------------------------------------------------
September 30, 2004 $450,000,000
----------------------------------------------------
December 31, 2004 $460,000,000
====================================================
-V-2-
