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Exhibit 4.6(iv)
BORROWER JOINDER AGREEMENT
THIS BORROWER JOINDER AGREEMENT (the "Agreement"), dated as of July 18,
1997, is by and between MST ENTERPRISES, INC., a Virginia corporation (the
"Applicant Borrower"), and FIRST UNION COMMERCIAL CORPORATION, in its capacity
as Agent (the "Agent") under that certain Credit Agreement (as amended and
modified, the "Credit Agreement") dated as of July 1, 1997 by and among
National Equipment Services, Inc., a Delaware corporation and certain related
borrowing entities (the "Borrowers"), the Lenders party thereto and the Agent.
All of the defined terms in the Credit Agreement are incorporated herein by
reference.
The Applicant Borrower has indicated its desire to become a Borrower
pursuant to the terms of the Credit Agreement.
Accordingly the Applicant Borrower hereby agrees as follows with the
Agent, for the benefit of the Lenders:
1. The Applicant Borrower hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the Applicant Borrower will be deemed to be a
party to the Credit Agreement and a "Borrower" for all purposes of the Credit
Agreement and the other Credit Documents, and shall have all of the obligations
of a Borrower thereunder as if it has executed the Credit Agreement and the
other Credit Documents. The Applicant Borrower hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the Credit Agreement and in the Credit Documents, including
without limitation (i) all of the representations and warranties of the Credit
Parties set forth in Section 6 of the Credit Agreement, as supplemented from
time to time in accordance with the term thereof, and (ii) all of the
affirmative and negative covenants set forth in Sections 7, 8, and 9 of the
Credit Agreement.
2. The Applicant Borrower hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the Applicant Borrower will be deemed to be a
party to the Security Agreement, and shall have all the obligations of an
"Obligor" (as such term is defined in the Security Agreement) thereunder as if
it had executed the Security Agreement. The Applicant Borrower hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Security Agreement. Without
limiting generality of the foregoing terms of this paragraph 2, the Applicant
Borrower hereby grants to the Agent, for the benefit of the Lenders, a
continuing security interest in, and a right of set off against any and all
right, title and interest of the Applicant Borrower in and to the Collateral
(as such term is defined in Section 2 of the Security Agreement) of the
Applicant Borrower.
3. The Applicant Borrower hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the Applicant Borrower will be deemed to be a
party to the Pledge Agreement, and shall have all the obligations of a "Pledgor"
thereunder as if it had executed the Pledge Agreement. The Applicant Borrower
hereby ratifies, as of the date hereof, and agrees to be bound by, all the
terms, provisions and conditions contained in the Pledge Agreement. Without
limiting the generality of the foregoing terms of this paragraph 3, the
Applicant Borrower hereby pledges and assigns to the Agent, for the benefit of
the Lenders, and grants to the Agent, for the benefit of the Lenders, a
continuing security interest in any and all right, title and interest of the
Applicant Borrower in and to Pledged Stock (as such term is defined in Section 1
of the Pledge Agreement) and the other Collateral (as such term is defined in
Section 1 of the Pledge Agreement).
4. The Applicant Borrower acknowledges and confirms that it has received a
copy of the Credit Agreement and the schedules and exhibits thereto, the Pledge
Agreement and the schedules and exhibits thereto and the Security Agreement and
the schedules and exhibits relating thereto. The
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information on the Schedules to the Credit Agreement, the Pledge Agreement and
the Security Agreement are amended to provide the information shown on the
attached Schedule A.
5. National Equipment Services, Inc. confirms that all of its and its
Subsidiaries' obligations under the Credit Agreement are, and upon the
Applicant Borrower becoming a Borrower shall continue to be, in full force and
effect. National Equipment Services, Inc. further confirms that immediately
upon the Applicant Borrower becoming a Borrower the term "Obligations", as used
in the Credit Agreement, shall include all Obligations of such Applicant
Borrower under the Credit Agreement and under each other Credit Document.
6. The Applicant Borrower hereby agrees that upon becoming a Borrower it will
assume all Obligations of a Borrower as set forth in the Credit Agreement. By
its execution of this Agreement, the Applicant Borrower appoints each of Xxxx
X. Xxxxxxxxx, Vice President and Xxxxx Xxxxxxx, Chief Executive Officer, of
National Equipment Services, Inc., to be its attorneys ("its Attorneys") and in
its name and on its behalf and as its act and deed or otherwise to sign all
documents and carry out all such acts as are necessary or appropriate in
connection with executing any Notice of Borrowing, Notice of
Extension/Conversion or any Borrowing Base Certificate or any security
documents (the "Documents") in connection with the Credit Agreement, provided
that such Documents are in substantially the form provided therefor in the
applicable exhibits thereto. This Power of Attorney shall be valid for the
duration of the term of the Credit Agreement. The Applicant Borrower hereby
undertakes to ratify everything which either of its Attorneys shall do in order
to execute the Documents mentioned herein.
7. Each of National Equipment Services, Inc. and the Applicant Borrower
agrees that at any time and from time to time, upon the written request of the
Agent, it will execute and deliver such further documents and do such further
acts and things as the Agent may reasonably request in order to effect the
purposes of this Agreement.
8. This Agreement may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall
constitute one contract.
9. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the Applicant Borrower has caused this Borrower
Joinder Agreement to be duly executed by its authorized officers, and the
Agent, for the benefit of the Lenders, has caused the same to be accepted by
its authorized officer, as of the day and year first above written.
MST ENTERPRISES, INC.
By:
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Name:
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Title:
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NATIONAL EQUIPMENT SERVICES, INC.
By:
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Name:
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Title:
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FIRST UNION COMMERCIAL CORPORATION
By:
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Name:
----------------------------
Title:
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SCHEDULE A
to
Borrower Joinder Agreement
Schedules to Credit Agreement
(to be updated as necessary)
Schedule 1(b) to Security Agreement
Intellectual Property
Schedule 3(a) to Security Agreement
Chief Executive Office
Schedule 3(b) to Security Agreement
Location of Collateral
Schedule 3(c) to Security Agreement
Mergers, Consolidations, Changes in
Structure or Use of Tradenames
Schedule 1 to Pledge Agreement
Pledged Stock
