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EXHIBIT 4.7
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This First Amendment (the "Amendment"), dated as of March 24, 1999, is
among NATIONSRENT, INC., a Delaware corporation (the "Parent"), and its
Subsidiaries (collectively with the Parent, the "Borrowers"), the lending
institutions listed on the signature pages hereto (collectively, the "Lenders"),
BANKBOSTON, N.A., as administrative agent for the Lenders (the "Administrative
Agent"), LASALLE NATIONAL BANK, as documentation agent for the Lenders (the
"Documentation Agent") and NATIONSBANK, N.A. and FLEET BANK, N.A. as co-agents
for the Lenders. Capitalized terms used herein unless otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement (as
hereinafter defined).
WHEREAS, the Borrowers, the Lenders, the Documentation Agent, the
Co-Agents and the Administrative Agent are parties to that certain Third Amended
and Restated Revolving Credit and Term Loan Agreement dated as of February 11,
1999 (as amended, restated, modified or supplemented and in effect from time to
time, the "Credit Agreement"); and
WHEREAS, the Borrowers have requested that the Majority Lenders agree,
and the Majority Lenders have agreed, on the terms and subject to the conditions
set forth herein, to make certain changes to Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereby agree as follows:
SS.1. AMENDMENT TO THE CREDIT AGREEMENT. The Credit Agreement is hereby
amended by deleting the dollar amount "$10,000,000" as it appears in Section 9.6
of the Credit Agreement and substituting in lieu thereof the dollar amount
"$16,000,000".
SS.2. CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment
shall be conditioned upon the satisfaction of the following conditions
precedent:
SS.2.1. DELIVERY OF DOCUMENTS. The Borrowers and the Majority Lenders
shall have delivered to the Administrative Agent, contemporaneously with the
execution hereof, this Amendment signed by each Borrower and the Majority
Lenders.
SS.2.2. PERFORMANCE. The Borrowers shall have duly and properly
performed and complied with all terms and conditions contained in the Loan
Documents required to be performed or complied with by it on or prior to the
date this Amendment is to become effective. No event shall have occurred on or
prior to the date this Amendment is to become effective and be continuing, and
no condition shall exist on the date this Amendment is to become effective which
constitutes a Default or Event of Default under any of the Loan Documents, in
each case after giving effect to this Amendment.
SS.2.3. PROCEEDINGS AND DOCUMENTS. All corporate, governmental and
other proceedings in connection with the transactions contemplated by this
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Amendment and all instruments and documents incidental thereto shall be in the
form and substance reasonably satisfactory to the Administrative Agent and its
counsel and the Administrative Agent and such counsel shall have received all
such counterpart originals or certified or other copies of all such instruments
and documents as the Administrative Agent or any Lender shall have reasonably
requested.
SS.3. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby
represents and warrants to the Lenders as follows:
(a) The representations and warranties of such Borrower contained
in the Credit Agreement, as amended hereby, the other Loan Documents or in any
document or instrument delivered pursuant to or in connection with the Credit
Agreement were true when made and continue to be true on the date hereof (except
to the extent of changes resulting from transactions contemplated or permitted
by the Credit Agreement and the other Loan Documents and changes occurring in
the ordinary course of business which singly or in the aggregate are not
materially adverse, or to the extent that such representations and warranties
related solely and expressly to an earlier date) and no Default or Event of
Default shall have occurred and be continuing;
(b) The execution, delivery and performance by each Borrower of
this Amendment and the consummation of the transactions contemplated hereby: (i)
are within the corporate powers of such Borrower; (ii) have been duly authorized
by all necessary corporate proceedings on the part of such Borrower; (iii) do
not require any approval, consent of, or filing with, any governmental agency or
authority, or any other person, association or entity, which bears on the
validity of this Amendment and which is required by law or the regulation or
rule of any agency or authority, or other person, association or entity, (iii)
do not conflict with or result in any breach or contravention of any provision
of law, statute, rule or regulation to which any Borrower is subject or any
judgment, order, writ, injunction, license or permit applicable to such
Borrower, (iv) do not conflict with any provision of the corporate charter or
bylaws of such Borrower, and (v) do not conflict with any provision of any
agreement or other instrument binding upon such Borrower in a manner which is
reasonably likely to have a materially adverse effect on the Borrowers taken as
a whole; and
(c) This Amendment, the Credit Agreement as amended hereby, and
the other Loan Documents constitute the legal, valid and binding obligations of
each Borrower, enforceable against each Borrower in accordance with their
respective terms, provided that (i) enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors, and (ii) enforcement
may be subject to general principles of equity, and the availability of the
remedies of specific performance and injunctive relief may be subject to the
discretion of the court before which any proceeding for such remedies may be
brought.
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SS.4. NO OTHER AMENDMENTS. Except as expressly provided in this
Amendment, all of the terms and conditions of the Credit Agreement, the Notes
and the other Loan Documents shall remain in full force and effect.
SS.5. EXECUTION IN COUNTERPARTS. This Amendment 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 Amendment, it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.
SS.6. EFFECTIVE DATE. Subject to the satisfaction of the conditions
precedent set forth in ss.2 hereof, this Amendment shall be deemed to be
effective as of the date hereof.
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date first above written.
THE BORROWERS:
NATIONSRENT, INC.
A TO Z RENTS IT, INC.
A TO Z RENTS IT, INC. #2
A-ACTION RENTAL, INC.
ACME RENTAL, INC.
ADVANCED CONSTRUCTION EQUIPMENT, INC.
CENTRAL ALABAMA RENTAL CENTER, INC.
XXXXXXX TRAILER MANUFACTURING COMPANY, INC.
GOLD COAST AERIAL LIFT, INC.
HIGH REACH COMPANY, INC.
XXXXXX RENTAL CENTER, INC.
THE X. XXXXX CO., INC.
XXXXX EQUIPMENT CORP.
NATIONSRENT AWP COMPANY
NATIONSRENT NORTHEAST, INC.
NATIONSRENT OF ALABAMA, INC.
NATIONSRENT OF CALIFORNIA, INC.
NATIONSRENT OF FLORIDA, INC.
NATIONSRENT OF GEORGIA, INC.
NATIONSRENT OF INDIANA, INC.
NATIONSRENT OF KENTUCKY, INC.
NATIONSRENT OF LOUISIANA, INC.
NATIONSRENT OF MICHIGAN, INC.
NATIONSRENT OF OHIO, INC.
NATIONSRENT OF TENNESSEE, INC.
TENNESSEE TOOL AND SUPPLY, INC.
NATIONSRENT OF TEXAS, INC.
NATIONSRENT OF WEST VIRGINIA, INC.
TITAN RENTALS, INC.
XXXXXXX EQUIPMENT CO.
SAM'S EQUIPMENT RENTAL, INC.
SOUTHEAST RENTAL & LEASING, INC.
By: /s/
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Xxxxxx X. Xxxxxxxxxx
Vice President
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THE LENDERS:
BANKBOSTON, N.A.,
individually and as Administrative Agent
By: /s/
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Xxxxxxx X. Xxxxxxx, Director
LASALLE NATIONAL BANK,
individually and as Documentation Agent
By: /s/
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Name:
Title:
NATIONSBANK, N.A.,
individually and as Co-Agent
By: /s/
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Name:
Title:
FLEET BANK, N.A.,
individually and as Co-Agent
By: /s/
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Name:
Title:
HUNTINGTON NATIONAL BANK
By: /s/
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Name:
Title:
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FIFTH THIRD BANK, CENTRAL OHIO (FORMERLY KNOWN AS
FIFTH THIRD BANK OF COLUMBUS)
By: /s/
--------------------------------------
Name:
Title:
COMERICA BANK
By: /s/
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Name:
Title:
FIRST UNION NATIONAL BANK
By: /s/
--------------------------------------
Name:
Title:
DEUTSCHE BANK A.G., NEW YORK AND/OR CAYMAN ISLAND
BRANCH
By: /s/
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Name:
Title:
By: /s/
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Name:
Title:
USTRUST
By: /s/
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Name:
Title:
BANKERS TRUST COMPANY
By: /s/
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Name:
Title:
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NATIONAL CITY BANK
By: /s/
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Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/
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Name:
Title:
CITICORP DEL-LEASE, INC.
By: /s/
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Name:
Title:
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN, AG
By: /s/
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Name:
Title:
By: /s/
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Name:
Title:
FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.,
Its Agent/Manager
By: /s/
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Name:
Title:
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UNION PLANTERS BANK
By: /s/
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Name:
Title:
BAY VIEW FINANCIAL CORPORATION
By: /s/
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Name:
Title:
BAY VIEW BANK
By: /s/
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Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital,
As Portfolio Advisor
By: /s/
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Name:
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital,
As Portfolio Advisor
By: /s/
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Name:
Title:
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ALLSTATE LIFE INSURANCE COMPANY
By: /s/
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Name:
Title:
By: /s/
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Name:
Title:
BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC.
By: /s/
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Name:
Title:
By: /s/
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Name:
Title:
FIRST BANK TEXAS, N.A.
By: /s/
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Name:
Title:
CREDIT LYONNAIS ATLANTA AGENCY
By: /s/
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Name:
Title:
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XXXXXXXX XXXX XXXXXXXXXXXXX
XX, XXXXX AGENCY
By: /s/
--------------------------------------
Name:
Title:
By: /s/
--------------------------------------
Name:
Title:
NATIONSBANK, N.A.
By: /s/
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Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By: /s/
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Name:
Title:
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY
By: /s/
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Name:
Title:
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XXXXX XXX & XXXXXXX INCORPORATED,
AS AGENT FOR KEYPORT LIFE INSURANCE COMPANY
By: /s/
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Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By: /s/
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Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management & Research,
as Investment Advisor
By: /s/
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Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management,
as Investment Advisor
By: /s/
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Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital Luxembourg, SA,
as Collateral Manager
By: /s/
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Name:
Title:
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XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: /s/
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Name:
Title:
ELC (CAYMAN) LTD.
By: /s/
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Name:
Title:
