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EXHIBIT 4.8
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this "Agreement") is
made as of July 20, 1999, by and between NATIONSRENT, INC., a Delaware
corporation (the "Parent") and NRGP, INC., a Delaware corporation (together with
the Parent, the "Pledgors") and BANKBOSTON, N.A., a national banking
association, as administrative agent (hereinafter, in such capacity, the
"Administrative Agent") for itself and the other lending institutions
(collectively, the "Lenders") which are or may become parties to a Fourth
Amended and Restated Revolving Credit and Term Loan Agreement dated as of July
20, 1999 (as amended and in effect from time to time, the "Credit Agreement"),
among the Parent and its Restricted Subsidiaries party thereto (collectively
with the Parent, the "Borrowers"), the Lenders, the Administrative Agent and
Bankers Trust Company, as syndication agent for the Lenders (the "Syndication
Agent").
WHEREAS, certain of the Borrowers and the Administrative Agent were
parties to the several Stock Pledge Agreements (as defined in the Prior Credit
Agreement) (as amended to date, the "Prior Pledge Agreements"), pursuant to
which the Borrowers named therein pledged and granted security interests in
favor of the Administrative Agent for the benefit of the Lenders to secure the
payment and performance of such Borrowers' obligations under the Prior Credit
Agreement; and
WHEREAS, the Pledgors are the direct or indirect legal and beneficial
owners of all of the issued and outstanding shares of each class of the capital
stock of each of the corporations described on ANNEX A hereto (the "Pledgees");
and
WHEREAS, it is a condition precedent to the Lenders' making any Loans
or otherwise extending credit to the Borrowers under the Credit Agreement that
the Pledgors execute and deliver to the Administrative Agent, for the benefit of
the Lenders and the Administrative Agent, a pledge agreement in substantially
the form hereof; and
WHEREAS, the Pledgors each wish to grant pledges and security interests
in favor of the Administrative Agent, for the benefit of the Lenders and the
Administrative Agent, as herein provided;
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
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1. PLEDGE OF STOCK, ETC.
1.1. PLEDGE OF STOCK. Each Pledgor hereby reaffirms and
pledges, assigns, grants a security interest in, and delivers to the
Administrative Agent, for the benefit of the Lenders and the
Administrative Agent, all of the shares of capital stock of the
Pledgees of every class, as more fully described on ANNEX A hereto, to
be held by the Administrative Agent, for the benefit of the Lenders and
the Administrative Agent, subject to the terms and conditions
hereinafter set forth. The certificates for such shares, accompanied by
stock powers or other appropriate instruments of assignment thereof
duly executed in blank by the Pledgors, have been delivered to the
Administrative Agent.
1.2. ADDITIONAL STOCK. In case either of the Pledgors shall
acquire any additional shares of the capital stock of any Restricted
Subsidiary or corporation which is the successor of any Restricted
Subsidiary, or any securities exchangeable for or convertible into
shares of such capital stock of any class of any Restricted Subsidiary
or such successor, by purchase, stock dividend, stock split or
otherwise, then such Pledgor shall forthwith deliver to and pledge such
shares or other securities to the Administrative Agent, for the benefit
of the Lenders and the Administrative Agent, under this Agreement and
shall deliver to the Administrative Agent forthwith any certificates
therefor, accompanied by stock powers or other appropriate instruments
of assignment duly executed by such Pledgor in blank. Each Pledgor
agrees that the Administrative Agent may from time to time attach as
ANNEX A hereto an updated list of the shares of capital stock or
securities at the time pledged to the Administrative Agent hereunder.
1.3. PLEDGE OF CASH COLLATERAL ACCOUNT. Each Pledgor also
hereby pledges, assigns, grants a security interest in, and delivers to
the Administrative Agent, for the benefit of the Lenders and the
Administrative Agent, the Cash Collateral Account and all of the Cash
Collateral as such terms are hereinafter defined.
2. DEFINITIONS. The term "Obligations" and all other capitalized terms
used herein without definition shall have the respective meanings provided
therefor in the Credit Agreement. Terms used herein and not defined in the
Credit Agreement or otherwise defined herein that are defined in the New York
Uniform Commercial Code have such defined meanings herein, unless the context
otherwise indicated or requires, and the following terms shall have the
following meanings:
CASH COLLATERAL. See ss.4.
CASH COLLATERAL ACCOUNT. See ss.4.
STOCK. Includes the shares of stock described in ANNEX A attached
hereto and any additional shares of stock at the time pledged to the
Administrative Agent hereunder.
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STOCK COLLATERAL. The property at any time pledged to the
Administrative Agent hereunder (whether described herein or not) and all income
therefrom, increases therein and proceeds thereof, including without limitation
that included in the Cash Collateral, but excluding from the definition of
"Stock Collateral" any income, increases or proceeds received by the Pledgors to
the extent expressly permitted by ss.6.
TIME DEPOSITS. See ss.4.
3. SECURITY FOR OBLIGATIONS. This Agreement and the security interest
in and pledge of the Stock Collateral hereunder are made with and granted to the
Administrative Agent, for the benefit of the Lenders and the Administrative
Agent, as security for the payment and performance in full of all the
Obligations.
4. LIQUIDATION, RECAPITALIZATION, ETC.
4.1. DISTRIBUTIONS PAID TO ADMINISTRATIVE AGENT. Any sums or
other property paid or distributed upon or with respect to any of the
Stock, whether by dividend or redemption or upon the liquidation or
dissolution of the issuer thereof or otherwise, shall, except to the
limited extent provided in ss.6, be paid over and delivered to the
Administrative Agent to be held by the Administrative Agent, for the
benefit of the Lenders and the Administrative Agent, as security for
the payment and performance in full of all of the Obligations. In case,
pursuant to the recapitalization or reclassification of the capital of
the issuer thereof or pursuant to the reorganization thereof, any
distribution of capital shall be made on or in respect of any of the
Stock or any property shall be distributed upon or with respect to any
of the Stock, the property so distributed shall be delivered to the
Administrative Agent, for the benefit of the Lenders and the
Administrative Agent, to be held by the Administrative Agent as
security for the Obligations. Except to the limited extent provided in
ss.6, all sums of money and property paid or distributed in respect of
the Stock, whether as a dividend or upon such a liquidation,
dissolution, recapitalization or reclassification or otherwise, that
are received by the Pledgors shall, until paid or delivered to the
Administrative Agent, be held in trust for the Administrative Agent,
for the benefit of the Lenders and the Administrative Agent, as
security for the payment and performance in full of all of the
Obligations.
4.2. CASH COLLATERAL ACCOUNT. All sums of money that are
delivered to the Administrative Agent pursuant to this ss.4 shall be
deposited into an interest bearing account with the Administrative
Agent (the "Cash Collateral Account"). Some or all of the funds from
time to time in the Cash Collateral Account may be invested in time
deposits, including, without limitation, certificates of deposit issued
by the Administrative Agent (such certificates of deposit or other time
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deposits being hereinafter referred to, collectively, as "Time
Deposits"), that are satisfactory to the Administrative Agent after
consultation with the appropriate Pledgor, PROVIDED, that, in each such
case, arrangements satisfactory to the Administrative Agent are made
and are in place to perfect and to insure the first priority of the
Administrative Agent's security interest therein. Interest earned on
the Cash Collateral Account and on the Time Deposits, and the principal
of the Time Deposits at maturity that is not invested in new Time
Deposits, shall be deposited in the Cash Collateral Account. The Cash
Collateral Account, all sums from time to time standing to the credit
of the Cash Collateral Account, any and all Time Deposits, any and all
instruments or other writings evidencing Time Deposits and any and all
proceeds or any thereof are hereinafter referred to as the "Cash
Collateral."
4.3. PLEDGORS' RIGHTS TO CASH COLLATERAL, ETC. Except as
otherwise expressly provided in ss.15, the Pledgors shall have no right
to withdraw sums from the Cash Collateral Account, to receive any of
the Cash Collateral or to require the Administrative Agent to part with
the Administrative Agent's possession of any instruments or other
writings evidencing any Time Deposits.
5. WARRANTY OF TITLE; AUTHORITY. Each of the Pledgors hereby represents
and warrants that: (i) such Pledgor has good and marketable title to, and is the
sole record and beneficial owner of, the Stock described in ss.1, subject to no
pledges, liens, security interests, charges, options, restrictions or other
encumbrances except the pledge and security interest created by this Agreement,
(ii) all of the Stock described in ss.1 is validly issued, fully paid and
non-assessable, (iii) such Pledgor has full power, authority and legal right to
execute, deliver and perform its obligations under this Agreement and to pledge
and grant a security interest in all of the Stock Collateral pursuant to this
Agreement, and the execution, delivery and performance hereof and the pledge of
and granting of a security interest in the Stock Collateral hereunder have been
duly authorized by all necessary corporate or other action and do not contravene
any law, rule or regulation or any provision of such Pledgor's charter documents
or by-laws or of any judgment, decree or order of any tribunal or of any
agreement or instrument to which such Pledgor is a party or by which it or any
of its property is bound or affected or constitute a default thereunder, and
(iv) the information set forth in ANNEX A hereto relating to the Stock is true,
correct and complete in all respects. Each Pledgor covenants that it will defend
the rights of the Lenders and the Administrative Agent and security interest of
the Administrative Agent, for the benefit of the Lenders and the Administrative
Agent, in such Stock against the claims and demands of all other persons
whomsoever. Each Pledgor further covenants that it will have the like title to
and right to pledge and grant a security interest in the Stock Collateral
hereafter pledged or in which a security interest is granted to the
Administrative Agent hereunder and will likewise defend the rights, pledge
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and security interest thereof and therein of the Lenders and the Administrative
Agent.
6. DIVIDENDS, VOTING, ETC., PRIOR TO MATURITY. So long as no Default or
Event of Default shall have occurred and be continuing, the Pledgors shall be
entitled to receive all cash dividends paid in respect of the Stock solely to
the extent permitted by ss.8.6 of the Credit Agreement, to vote the Stock and to
give consents, waivers and ratifications in respect of the Stock; PROVIDED,
HOWEVER, that no vote shall be cast or consent, waiver or ratification given by
the Pledgors if the effect thereof would in the reasonable judgment of the
Administrative Agent impair any of the Stock Collateral or be inconsistent with
or result in any violation of any of the provisions of the Credit Agreement, the
Notes or any of the other Loan Documents. All such rights of the Pledgors to
receive cash dividends shall cease in case a Default or an Event of Default
shall have occurred and be continuing. All such rights of the Pledgors to vote
and give consents, waivers and ratifications with respect to the Stock shall, at
the Administrative Agent's option, as evidenced by the Administrative Agent's
notifying the applicable Pledgor of such election, cease in case a Default or an
Event of Default shall have occurred and be continuing.
7. REMEDIES.
7.1. IN GENERAL. If a Default or an Event of Default shall
have occurred and be continuing, the Administrative Agent shall
thereafter have the following rights and remedies (to the extent
permitted by applicable law) in addition to the rights and remedies of
a secured party under the New York Uniform Commercial Code, all such
rights and remedies being cumulative, not exclusive, and enforceable
alternatively, successively or concurrently, at such time or times as
the Administrative Agent deems expedient:
(a) if the Administrative Agent so elects and gives
notice of such election to the applicable Pledgor, the
Administrative Agent may vote any or all shares of the Stock
(whether or not the same shall have been transferred into its
name or the name of its nominee or nominees) for any lawful
purpose, including, without limitation, if the Administrative
Agent so elects, for the liquidation of the assets of the
issuer thereof, and give all consents, waivers and
ratifications in respect of the Stock and otherwise act with
respect thereto as though it were the outright owner thereof
(each Pledgor hereby irrevocably constituting and appointing
the Administrative Agent the proxy and attorney-in-fact of
such Pledgor, with full power of substitution, to do so);
(b) the Administrative Agent may demand, xxx for,
collect or make any compromise or settlement the
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Administrative Agent deems suitable in respect of any Stock
Collateral;
(c) the Administrative Agent may sell, resell, assign
and deliver, or otherwise dispose of any or all of the Stock
Collateral, for cash or credit or both and upon such terms at
such place or places, at such time or times and to such
entities or other persons as the Administrative Agent thinks
expedient, all without demand for performance by the
applicable Pledgor or any notice or advertisement whatsoever
except as expressly provided herein or as may otherwise be
required by law;
(d) the Administrative Agent may cause all or any
part of the Stock held by it to be transferred into its name
or the name of its nominee or nominees; and
(e) the Administrative Agent may set off against the
Obligations any and all sums deposited with it or held by it,
including without limitation, any sums standing to the credit
of the Cash Collateral Account and any Time Deposits issued by
the Administrative Agent.
7.2. SALE OF STOCK COLLATERAL. In the event of any disposition
of the Stock Collateral as provided in clause (c) of ss.7.1, the
Administrative Agent shall give to the applicable Pledgor at least ten
(10) Business Days prior written notice of the time and place of any
public sale of the Stock Collateral or of the time after which any
private sale or any other intended disposition is to be made. Each
Pledgor hereby acknowledges that ten (10) Business Days prior written
notice of such sale or sales shall be reasonable notice. The
Administrative Agent may enforce its rights hereunder without any other
notice and without compliance with any other condition precedent now or
hereunder imposed by statute, rule of law or otherwise (all of which
are hereby expressly waived by the Pledgors, to the fullest extent
permitted by law). The Administrative Agent may buy any part or all of
the Stock Collateral at any public sale and if any part or all of the
Stock Collateral is of a type customarily sold in a recognized market
or is of the type which is the subject of widely-distributed standard
price quotations, the Administrative Agent may buy at private sale and
may make payments thereof by any means. The Administrative Agent may
apply the cash proceeds actually received from any sale or other
disposition to the reasonable expenses of retaking, holding, preparing
for sale, selling and the like, to reasonable attorneys' fees, travel
and all other expenses which may be incurred by the Administrative
Agent in attempting to collect the Obligations or to enforce this
Agreement or in the prosecution or defense of any action or proceeding
related to the subject matter of this Agreement, and then to the
Obligations.
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7.3. PRIVATE SALES. Each Pledgor recognizes that the
Administrative Agent may be unable to effect a public sale of the Stock
by reason of certain prohibitions contained in the Securities Act,
federal banking laws, and other applicable laws, but may be compelled
to resort to one or more private sales thereof to a restricted group of
purchasers. Each Pledgor agrees that any such private sales may be at
prices and other terms less favorable to the seller than if sold at
public sales and that such private sales shall not by reason thereof be
deemed not to have been made in a commercially reasonable manner. The
Administrative Agent shall be under no obligation to delay a sale of
any of the Stock for the period of time necessary to permit the issuer
of such securities to register such securities for public sale under
the Securities Act, or such other federal banking or other applicable
laws, even if the issuer would agree to do so. Subject to the
foregoing, the Administrative Agent agrees that any sale of the Stock
shall be made in a commercially reasonable manner, and each Pledgor
agrees to use its best efforts to cause the issuer or issuers of the
Stock contemplated to be sold, to execute and deliver, and cause the
directors and officers of such issuer to execute and deliver, all at
such Pledgor's expense, all such instruments and documents, and to do
or cause to be done all such other acts and things as may be necessary
or, in the reasonable opinion of the Administrative Agent, advisable to
exempt such Stock from registration under the provisions of the
Securities Act, and to make all amendments to such instruments and
documents which, in the opinion of the Administrative Agent, are
necessary or advisable, all in conformity with the requirements of the
Securities Act and the rules and regulations of the Securities and
Exchange Commission applicable thereto.
7.4. PLEDGORS' AGREEMENTS, ETC. Each Pledgor further agrees to
do or cause to be done all such other acts and things as may be
reasonably necessary to make any sales of any portion or all of the
Stock pursuant to this ss.7 valid and binding and in compliance with
any and all applicable laws (including, without limitation, the
Securities Act, the Securities Exchange Act of 1934, as amended, the
rules and regulations of the Securities and Exchange Commission
applicable thereto and all applicable state securities or "Blue Sky"
laws), regulations, orders, writs, injunctions, decrees or awards of
any and all courts, arbitrators or governmental instrumentalities,
domestic or foreign, having jurisdiction over any such sale or sales,
all at the applicable Pledgor's expense. Each Pledgor further agrees
that a breach of any of the covenants contained in this ss.7 will cause
irreparable injury to the Administrative Agent and the Lenders, that
the Administrative Agent and the Lenders have no adequate remedy at law
in respect of such breach and, as a consequence, agrees that each and
every covenant contained in this ss.7 shall be specifically enforceable
against the Pledgors by the Administrative Agent and
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each Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants.
8. MARSHALLING. Neither the Administrative Agent nor any Lender shall
be required to marshal any present or future collateral security for (including
but not limited to this Agreement and the Stock Collateral), or other assurances
of payment of, any or all of the Obligations, or to resort to such collateral
security or other assurances of payment in any particular order. All of the
Administrative Agent's rights hereunder and of the Lenders and the
Administrative Agent in respect of such collateral security and other assurances
of payment shall be cumulative and in addition to all other rights, however
existing or arising. To the extent that it lawfully may, each Pledgor hereby
agrees that it will not invoke any law relating to the marshalling of collateral
that might cause delay in or impede the enforcement of the Administrative
Agent's rights under this Agreement or under any other instrument evidencing any
of the Obligations or under which any of the Obligations is outstanding or by
which any of the Obligations is secured or payment thereof is otherwise assured,
and to the extent that it lawfully may each Pledgor hereby irrevocably waives
the benefits of all such laws.
9. PLEDGORS' OBLIGATIONS NOT AFFECTED. The obligations of each Pledgor
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by (i) any exercise or nonexercise, or any waiver, by the
Administrative Agent or any Lender of any right, remedy, power or privilege
under or in respect of any of the Obligations or any security thereof (including
this Agreement); (ii) any amendment to or modification of the Credit Agreement,
the Notes, the other Loan Documents or any of the Obligations; (iii) any
amendment to or modification of any instrument (other than this Agreement)
securing any of the Obligations, including, without limitation, any of the
Security Documents; or (iv) the taking of additional security for, or any other
assurances of payment of, any of the Obligations or the release or discharge or
termination of any security or other assurances of payment or performance for
any of the Obligations; whether or not the applicable Pledgor shall have notice
or knowledge of any of the foregoing.
10. TRANSFER, ETC., BY PLEDGORS. Without the prior written consent of
the Administrative Agent, none of the Pledgors will sell, assign, transfer or
otherwise dispose of, grant any option with respect to, or pledge or grant any
security interest in or otherwise encumber or restrict any of the Stock
Collateral or any interest therein, except for the pledge thereof and security
interest therein provided for in this Agreement.
11. FURTHER ASSURANCES. Each Pledgor will do all such acts, and will
furnish to the Administrative Agent all such financing statements, certificates,
legal opinions and other documents and will obtain all such governmental
consents and corporate approvals and will do or cause to be done all such other
things as the Administrative Agent may reasonably
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request from time to time in order to give full effect to this Agreement and to
secure the rights of the Lenders and the Administrative Agent hereunder, all
without any cost or expense to the Administrative Agent or any Lender. If the
Administrative Agent so elects, a photocopy of this Agreement may at any time
and from time to time be filed by the Administrative Agent as a financing
statement in any recording office in any jurisdiction.
12. ADMINISTRATIVE AGENT'S EXONERATION. Under no circumstances shall
the Administrative Agent be deemed to assume any responsibility for or
obligation or duty with respect to any part or all of the Stock Collateral of
any nature or kind or any matter or proceedings arising out of or relating
thereto, other than (i) to exercise reasonable care in the physical custody of
the Stock Collateral and (ii) after a Default or an Event of Default shall have
occurred and be continuing to act in a commercially reasonable manner. Neither
the Administrative Agent nor any Lender shall be required to take any action of
any kind to collect, preserve or protect its or the Pledgors' rights in the
Stock Collateral or against other parties thereto. The Administrative Agent's
prior recourse to any part or all of the Stock Collateral shall not constitute a
condition of any demand, suit or proceeding for payment or collection of any of
the Obligations.
13. NO WAIVER, ETC. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by a written instrument
expressly referring to this Agreement and to the provisions so modified or
limited, and executed by the Administrative Agent, with the consent of the
Majority Lenders, and the Pledgors. No act, failure or delay by the
Administrative Agent shall constitute a waiver of its rights and remedies
hereunder or otherwise. No single or partial waiver by the Administrative Agent
of any default or right or remedy that it may have shall operate as a waiver of
any other default, right or remedy or of the same default, right or remedy on a
future occasion. Each Pledgor hereby waives presentment, notice of dishonor and
protest of all instruments, included in or evidencing any of the Obligations or
the Stock Collateral, and any and all other notices and demands whatsoever
(except as expressly provided herein or in the Credit Agreement).
14. NOTICE, ETC. All notices, requests and other communications
hereunder shall be made in the manner set forth in ss.20 of the Credit
Agreement.
15. TERMINATION. Upon final payment and performance in full of the
Obligations, this Agreement shall terminate and the Administrative Agent shall,
at the Pledgors' request and expense, return such Stock Collateral in the
possession or control of the Administrative Agent as has not theretofore been
disposed of pursuant to the provisions hereof, together with any moneys and
other property at the time held by the Administrative Agent hereunder.
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16. OVERDUE AMOUNTS. Until paid, all amounts due and payable by the
Pledgors hereunder shall be a debt secured by the Stock Collateral and shall
bear, whether before or after judgment, interest at the rate of the default
interest rate set forth in the Credit Agreement.
17. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. Each Pledgor agrees that any suit for the enforcement of this Agreement
may be brought in the courts of the State of New York or any federal court
sitting therein and consents to the non-exclusive jurisdiction of such court and
to service of process in any such suit being made upon the Pledgors by mail at
the address specified in ss.20 of the Credit Agreement. Each Pledgor hereby
waives any objection that it may now or hereafter have to the venue of any such
suit or any such court or that such suit is brought in an inconvenient court.
18. WAIVER OF JURY TRIAL. EACH PLEDGOR WAIVES ITS RIGHT TO A JURY TRIAL
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF
ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, each Pledgor waives
any right which it may have to claim or recover in any litigation referred to in
the preceding sentence any special, exemplary, punitive or consequential damages
or any damages other than, or in addition to, actual damages. Each Pledgor (i)
certifies that neither the Administrative Agent or any Lender nor any
representative, agent or attorney of the Administrative Agent or any Lender has
represented, expressly or otherwise, that the Administrative Agent or any Lender
would not, in the event of litigation, seek to enforce the foregoing waivers and
(ii) acknowledges that, in entering into the Credit Agreement and the other Loan
Documents to which the Administrative Agent is a party, the Administrative Agent
and the Lenders are relying upon, among other things, the waivers and
certifications contained in this ss.18.
19. MISCELLANEOUS.
(a) The headings of each section of this Agreement are for
convenience only and shall not define or limit the provisions thereof.
This Agreement may be executed in any number of counterparts, but all
of such counterparts shall together constitute but one agreement. In
making proof of this Agreement, it shall not be necessary to produce or
account for more than one counterpart signed by each of the parties
hereto. This Agreement and all rights and obligations hereunder shall
be binding upon each Pledgor and its respective successors and assigns,
and shall inure to the benefit of the Administrative Agent and the
Lenders and their respective successors and assigns. If any term of
this Agreement shall be held to be invalid, illegal or unenforceable,
the validity of all other terms hereof shall be in no way affected
thereby, and this Agreement shall be construed
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and be enforceable as if such invalid, illegal or unenforceable term
had not been included herein. Each Pledgor acknowledges receipt of a
copy of this Agreement.
(b) To the extent this Agreement is inconsistent with or
conflicts with the Credit Agreement, the Credit Agreement shall
control.
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IN WITNESS WHEREOF, intending to be legally bound, the Pledgors and the
Administrative Agent have caused this Agreement to be executed as of the date
first above written.
NATIONSRENT, INC.
NRGP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
BANKBOSTON, N.A., as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
The undersigned Pledgees hereby join in the above Agreement for the
sole purpose of consenting to and being bound by the provisions of ss.ss.4.1, 6
and 7 thereof, each of the undersigned hereby agreeing to cooperate fully and in
good faith with the Administrative Agent and the Pledgors in carrying out such
provisions.
NATIONSRENT TRANSPORTATION
SERVICES, INC.
NR DELAWARE, INC.
NATIONSRENT USA, INC.
NATIONSRENT WEST, INC.
XXXXX EQUIPMENT CORP.
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
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ANNEX A TO PLEDGE AGREEMENT
None of the issuers has any authorized, issued or outstanding shares of
its capital stock of any class or any commitments to issue any shares of its
capital stock of any class or any securities convertible into or exchangeable
for any shares of its capital stock of any class except as otherwise stated in
this ANNEX A.
------------------------ ------------------ -------------- ---------------- -------------- -------------------- -----------------
Number of Number of Number of Par or
Record Class of Authorized Issued Outstanding Liquidation
Issuer Owner Shares Shares Shares Shares Value
------------------------ ------------------ -------------- ---------------- -------------- -------------------- -----------------
NR Delaware, NRGP, Inc.
Inc. Common 1,000 100 100 $.01
------------------------ ------------------ -------------- ---------------- -------------- -------------------- -----------------
NationsRent NationsRent,
Transportation Inc. Common 1,000 100 100 $.01
Services, Inc.
------------------------ ------------------ -------------- ---------------- -------------- -------------------- -----------------
NationsRent NationsRent,
USA, Inc. Inc. Common 1,000 100 100 $.01
------------------------ ------------------ -------------- ---------------- -------------- -------------------- -----------------
NRGP, Inc. NationsRent,
Inc. Common 1,000 100 100 $.01
------------------------ ------------------ -------------- ---------------- -------------- -------------------- -----------------
NationsRent NationsRent,
West, Inc. Inc. Common 1,000 100 100 $.01
------------------------ ------------------ -------------- ---------------- -------------- -------------------- -----------------
Xxxxx NationsRent,
Equipment Corp. Inc. Common 1,000 100 100 $.01
------------------------ ------------------ -------------- ---------------- -------------- -------------------- -----------------
