CREDIT AGREEMENT Dated as of July 31, 2019 among Capitol Intermediate Holdings, LLC, as Holdings, Capitol Investment MERGER SUB 2, LLC, as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as the Agent, the...Credit Agreement • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • New York
CREDIT AGREEMENT, dated as of July 31, 2019, among CAPITOL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”; as hereinafter further defined), CAPITOL INVESTMENT MERGER SUB 2, LLC, a Delaware limited liability company (the “Borrower”; as hereinafter further defined), the Lenders (as hereinafter defined) from time to time party hereto, JPMORGAN CHASE BANK, N.A., as the Agent, the Collateral Agent, a Letter of Credit Issuer and the Swingline Lender, and FIFTH THIRD BANK, as the Additional Collateral Agent and a Letter of Credit Issuer.
AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • New York
THIS AMENDED & RESTATED WARRANT AGREEMENT (“Agreement”) dated as of July 31, 2019 is between Nesco Holdings, Inc., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
INDENTURE Dated as of July 31, 2019 Among CAPITOL INVESTMENT MERGER SUB 2, LLC, as Issuer CAPITOL INTERMEDIATE HOLDINGS, LLC, as a Guarantor, the other Guarantors from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee...Indenture • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • New York
INDENTURE, dated as of July 31, 2019, among Capitol Investment Merger Sub 2, LLC, a Delaware limited liability company (the “Issuer” or the “Company”), Capitol Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors (as defined herein) from time to time party hereto (together with Holdings, the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Second Lien Collateral Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________, by and between Nesco Holdings, Inc., a Delaware corporation (the “Company”) and __________ (“Indemnitee” and, together with the Company, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of July 31, 2019, among (i) Nesco Holdings, Inc., a Delaware corporation (the “Company”), (ii) NESCO Holdings, LP, a Delaware limited partnership (together with its Affiliates, “NESCO”), (iii) each Person listed in the definition of “Sponsor” below and (iv) each other Person that acquires shares of Common Stock from the Company after the date hereof and becomes a party to this Agreement by the execution and delivery of a Joinder (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • Delaware
This Stockholders’ Agreement (this “Agreement”), dated as of July 31, 2019 (the “Effective Time”), is entered into by and among (i) Nesco Holdings, Inc., a Delaware corporation (the “Company”); (ii) NESCO Holdings, LP, a Delaware limited partnership (the “NESCO Holder”, and together with its successors and assigns, the “NESCO Holders”); (iii) Energy Capital Partners III, LP, a Delaware limited partnership, Energy Capital Partners III-A, LP, a Delaware limited partnership, Energy Capital Partners III-B, LP, a Delaware limited partnership, Energy Capital Partners III-C, LP, a Delaware limited partnership, Energy Capital Partners III-D, LP, a Delaware limited partnership, and Energy Capital Partners III (NESCO Co-Invest), LP, a Delaware limited partnership (collectively, “ECP”); and (iv) Capitol Acquisition Management IV LLC, a Delaware limited liability company, Capitol Acquisition Founder IV LLC, a Delaware limited liability company, and the other Persons included on the signature pages
