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EXHIBIT 4.4
OMNIBUS AMENDMENT
TO
SECURITY DOCUMENTS
OMNIBUS AMENDMENT TO SECURITY DOCUMENTS (this "Amendment") dated as of
June 29, 1998, by and among NATIONSRENT, INC. (the "Parent"), a Delaware
corporation and its Subsidiaries (collectively with the Parent, the "Borrowers"
and each a "Borrower"), and BANKBOSTON, N.A., as agent (the "Agent").
Capitalized terms used herein without definition shall have the meanings set
forth in the Amended and Restated Credit Agreement (as defined below).
WHEREAS, the Parent, the Borrowers and the Agent are parties to that
certain Security Agreement dated as of March 18, 1998 (as supplemented prior to
the date hereof and as otherwise amended, modified or supplemented and in effect
from time to time, the "Security Agreement");
WHEREAS, the Parent and the Agent are parties to that certain Stock
Pledge Agreement dated as of March 18, 1998 (as supplemented prior to the date
hereof and as otherwise amended, modified or supplemented and in effect from
time to time, the "Parent Stock Pledge Agreement");
WHEREAS, NationsRent of West Virginia, Inc. ("NR-WV") and the Agent are
parties to that certain Stock Pledge Agreement dated as of March 18, 1998 (as
amended, modified or supplemented and in effect from time to time, the "NR-WV
Stock Pledge Agreement");
WHEREAS, Xxxxxxx Trailer Manufacturing Company ("Xxxxxxx") and the
Agent are parties to that certain Stock Pledge Agreement dated as of March 18,
1998 (as amended, modified or supplemented and in effect from time to time, the
"Xxxxxxx Stock Pledge Agreement");
WHEREAS, the Borrowers, BankBoston, N.A., LaSalle National Bank, The
Fifth Third Bank of Columbus, Provident Bank, NationsBank, N.A., Fleet Bank,
N.A., Huntington National Bank, Comerica Bank and National City Bank
(collectively, the "Existing Banks"), and BankBoston, N.A. as Agent for the
Banks and LaSalle National Bank as documentation agent for the Banks entered
into a Revolving Credit Agreement dated as of March 18, 1998 (the "Original
Credit Agreement");
WHEREAS, the Borrowers, the Existing Banks, certain other Banks (the
"New Banks" and together with the Existing Banks, the "Banks") and the Agent
have agreed to enter into an amendment and restatement of the Original Credit
Agreement (the "Amended and Restated Credit Agreement") dated as of the date
hereof pursuant to which, among other things, the Banks have agreed to extend
loans to the Borrowers;
WHEREAS, the effectiveness of the Amended and Restated Credit Agreement
is conditioned upon, among other things, the Borrowers and the Agent amending
certain provisions of the Security Agreement and reaffirming the continued
effectiveness of the Security Agreement;
WHEREAS, the effectiveness of the Amended and Restated Credit Agreement
is further conditioned upon, among other things, the Borrowers and the Agent
amending certain provisions of the Parent Stock Pledge Agreement and reaffirming
the continued effectiveness of the Parent Stock Pledge Agreement;
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WHEREAS, the effectiveness of the Amended and Restated Credit Agreement
is further conditioned upon, among other things, NR-WV and the Agent amending
certain provisions of the NR-WV Stock Pledge Agreement and reaffirming the
continued effectiveness of the NR-WV Stock Pledge Agreement;
WHEREAS, the effectiveness of the Amended and Restated Credit Agreement
is further conditioned upon, among other things, Xxxxxxx and the Agent amending
certain provisions of the Xxxxxxx Stock Pledge Agreement and reaffirming the
continued effectiveness of the Xxxxxxx Stock Pledge Agreement;
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:
1. AMENDMENT TO THE SECURITY DOCUMENTS. The Security Documents (as
defined in the Amended and Restated Credit Agreement) are amended to provide
that for each of the Security Documents, any and all references to the "Credit
Agreement" shall be deemed to be references to the Amended and Restated Credit
Agreement. Each of the Security Documents are hereby further amended mutatis
mutandis as appropriate to reflect the fact that the Original Credit Agreement
has been amended and restated as the Amended and Restated Credit Agreement.
2. CONFIRMATION OF SECURITY DOCUMENTS. Each of the Borrowers hereby
ratifies and confirms the Security Documents (as amended hereby) to which it is
a party and the pledges and security interests created thereby. Each of the
Borrowers hereby further ratifies and confirms that the Security Documents (as
amended hereby) to which it is a party and the pledges and security interest
created thereby secure the Obligations of the Borrowers under the Amended and
Restated Credit Agreement, the Security Documents (as amended hereby) and the
Notes.
4. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective unless and until the Agent receives counterparts of this Amendment and
each of the conditions set forth in ss.9 of the AmendeD and Restated Credit
Agreement have been met.
5. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. Each of the
Borrowers represents and warrants to the Agent and the Banks that (a) each and
every one of the representations and warranties made by each Borrower to the
Agent and the Banks in ss.5 or elsewhere in the Amended and Restated Credit
Agreement or in the other Loan Documents are true and correct in all material
respects; (b) each of the Borrowers has duly and properly performed, complied
with and observed each of its covenants, agreements and obligations contained in
ss.ss.6, 7 and 8 or elsewhere in the Original Credit Agreement or the other LoaN
Documents (as defined in the Original Credit Agreement); and (c) no event has
occurred or is continuing and no condition exists which constitutes a Default or
Event of Default.
6. RATIFICATION, ETC. Except as expressly amended by this
Amendment, the Security Documents and all documents, instruments and agreements
related thereto are hereby ratified and confirmed in all respects and shall
continue in full force and effect. The Security Documents (as amended hereby)
and the perfected first priority security interests of the Agent on behalf of
the Banks thereunder shall continue in full force and effect, and the collateral
security and guaranties provided for in the Security Documents shall not be
impaired by this Amendment.
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7. MISCELLANEOUS. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
any Borrower or any rights of the Agent or any of the Banks consequent thereon.
This Amendment may be executed in one or more counterparts, each of which shall
be deemed an original but which together shall constitute one and the same
instrument. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute part of this Amendment
for any other purpose. This Amendment shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts (without
reference to conflict of laws).
IN WITNESS WHEREOF, the Borrowers and the Agent have duly
executed this Amendment as a sealed instrument as of the date first above
written.
BANKBOSTON, N.A., as Agent
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Director
NATIONSRENT, INC.
By: /s/ Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Vice President, Secretary and Treasurer
SAM'S EQUIPMENT RENTAL, INC.
By: /s/ Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
XXXXXXX TRAILER MANUFACTURING COMPANY,
INC.
By: /s/ Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
NATIONSRENT OF KENTUCKY, INC.
By: /s/ Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
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NATIONSRENT OF OHIO, INC.
By: Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
NATIONSRENT OF INDIANA, INC.
By: Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
NATIONSRENT OF WEST VIRGINIA, INC.
By: Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
TITAN RENTALS, INC.
By: Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
NATIONSRENT OF FLORIDA, INC.
By: Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
THE XXXX-XXXX COMPANY
By: Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
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A-ACTION RENTAL, INC.
By: Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
XXXXXXX EQUIPMENT CO.
By: Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer
NATIONSRENT OF TEXAS, INC.
By: Xxxxxx X. X. Xxxxx
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Name: Xxxxxx X. X. Xxxxx
Title: Secretary and Treasurer