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Exhibit 10.14
SECURITIES TRANSFER AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of December 31, 1996 by and
among National Equipment Services, Inc., a Delaware corporation (the
"Company"), Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV, L.P., a Delaware limited
partnership ("Fund IV"), Golder, Thoma, Xxxxxxx, Xxxxxx Fund V, L.P., a
Delaware limited partnership ("Fund V"), Xxxxx Xxxxxxx ("Xxxxxxx"), Xxxx
Xxxxxxxxx ("Xxxxxxxxx") and Xxxxxx X'Xxxxxx ("X'Xxxxxx").
WHEREAS, Fund IV is a party to, or has certain rights pursuant to, (i) the
Purchase Agreement (the "Purchase Agreement"), dated as of June 4, 1996, by and
between the Company and Fund IV, as amended, (ii) the Stockholders Agreement
(the "Stockholders Agreement"), dated as of June 4, 1996, by and among the
Company, Fund IV, Xxxxxxx and Ingersoll, as amended, (iii) the Registration
Agreement, dated as of June 4, 1996, by and among the Company, Fund IV, Xxxxxxx
and Xxxxxxxxx, as amended, (iv) the Senior Management Agreement, dated as of
June 4, 1996, by and between the Company and Xxxxxxx, as amended, and (v) the
Senior Management Agreement, dated as of June 4, 1996, by and between the
Company and Ingersoll, as amended (collectively, the "NES Agreements").
WHEREAS, Fund IV owns 30,000 shares (the "Shares") of the Company's Class
B Common Stock, par value $.01 per share (the "Class B Common Stock").
WHEREAS, Fund IV desires to sell, and Fund V desires to purchase, the
Shares.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. Purchase and Sale of the Shares. Upon the terms and subject to the
conditions set forth herein, Fund IV will sell to Fund V, and Fund V shall
purchase from Fund IV, all of the Shares at a price of $10.00 per share.
2. The Closing. The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall take place as of the date hereof at the offices
of Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000. At the
Closing, Fund IV shall deliver to Fund V stock certificates evidencing the
Shares to be purchased by Fund V, upon payment by Fund V of $300,000.00 in
cash.
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3. Representations and Warranties of Fund IV. As a material inducement to
Fund V to enter into this Agreement and purchase the Shares, Fund IV hereby
represents and warrants that:
(a) Title. Fund IV owns beneficially and of record all of the Shares to
be transferred, free and clear of any liens, security interests or other
encumbrances, other than pursuant to the NES Agreements.
(b) Enforceability. Fund IV has duly executed and delivered this
Agreement and this Agreement constitutes a valid and binding obligation of Fund
IV, enforceable in accordance with its terms.
4. Representations and Warranties of Fund V. As a material inducement to
Fund IV to enter into this Agreement and sell the Shares, Fund V hereby
represents and warrants that:
(a) Securities Act. The Shares to be acquired by Fund V pursuant to this
Agreement will be acquired for the account of Fund V and not with a view to, or
intention of, distribution thereof in violation of the Securities Act of 1933,
as amended (the "Securities Act"), or any applicable state securities laws, and
the Shares will not be disposed of in contravention of the Securities Act or
any applicable state securities laws.
(b) Enforceability. Fund V has duly executed and delivered this Agreement
and this Agreement constitutes a valid and binding obligation of Fund V,
enforceable in accordance with its terms.
5. Assignment of Rights and Assumption of Obligations. Fund IV hereby
transfers and assigns, and Fund V hereby accepts the transfer and assignment
of, all of the rights and obligations of Fund IV pursuant to the NES
Agreements. Fund V hereby agrees to be subject to all of the rights and
obligations and to be bound by all of the terms and conditions set forth in the
NES Agreements to the same extent as if Fund V were originally a party thereto.
6. Consents and Waivers. The Company, Xxxxxxx, Xxxxxxxxx and X'Xxxxxx
hereby (i) consent to the transactions contemplated herein, (ii) agree to
permit the rights granted to Fund IV pursuant to the NES Agreements to be
transferred to Fund V, subject to the performance by Fund V of the obligations
applicable to purchasers of securities thereunder and (iii) waive any and all
requirements and breaches arising under any of the NES Agreements and any
agreements mentioned therein resulting from the consummation of the
transactions contemplated herein (including, without limitation, the
requirements set forth in Section 4(ii) of the Purchase Agreement and Section 7
of the Stockholders Agreement).
7. Miscellaneous.
(a) Successors and Assigns. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
(b) Survival of Representations and Warranties. All representations and
warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.
(c) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this
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Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
(d) Entire Agreement. Except as otherwise expressly set forth herein,
this document embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way.
(e) Counterparts. This Agreement may be executed in separate counterparts
each of which shall be an original and all of which taken together shall
constitute one and the same agreement.
(f) Governing Law. The corporate law of the State of Delaware will govern
all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement will be governed by and construed in
accordance with the domestic laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Illinois.
(g) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Securities
Transfer Agreement on the day and year first above written.
NATIONAL EQUIPMENT SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
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Its: President
GOLDER, THOMA, XXXXXXX, XXXXXX FUND IV, L.P.
By: GTCR IV, L.P.
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Its: General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.
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Its: General Partner
By: /s/ Xxxx X. Xxxxx
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Its: Principal
GOLDER, THOMA, XXXXXXX, XXXXXX FUND V, L.P.
By: GTCR V, L.P.
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Its: General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.
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Its: General Partner
By: /s/ Xxxx X. Xxxxx
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Its: Principal
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
/s/ Xxxx X. Xxxxxxxxx
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XXXX XXXXXXXXX
/s/ Xxxxxx X'Xxxxxx
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XXXXXX X'XXXXXX
