REVOLVING CREDIT AGREEMENT among CAPITOL INVESTMENT MERGER SUB 2, LLC, as HOLDINGS, NESCO HOLDINGS II, INC., as BORROWER, VARIOUS LENDERS AND ISSUING BANKS and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swingline Lender Dated...Revolving Credit Agreement • April 2nd, 2021 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • Delaware
THIS REVOLVING CREDIT AGREEMENT, dated as of April 1, 2021, among CAPITOL INVESTMENT MERGER SUB 2, LLC, a Delaware limited liability company (“Holdings”), NESCO HOLDINGS II, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time and BANK OF AMERICA, N.A. (“Bank of America”), as the Administrative Agent and the Collateral Agent. All capitalized terms used herein and defined in Article 1 are used herein as therein defined.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT of CUSTOM TRUCK ONE SOURCE, INC. Dated as of April 1, 2021Stockholders’ Agreement • April 2nd, 2021 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • Delaware
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of April 1, 2021 (the “Effective Time”), is entered into by and among (i) Custom Truck One Source, Inc., a Delaware corporation f/k/a Nesco Holdings, Inc. (the “Company”); (ii) NESCO Holdings, LP, a Delaware limited partnership (the “NESCO Holder”); (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, together with the NESCO Holder, “ECP”); (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 t
NESCO HOLDINGS II, INC. and the Guarantors from time to time party hereto $920,000,000 5.500% SENIOR SECURED SECOND LIEN NOTES DUE 2029 _________________________________ INDENTURE Dated as of April 1, 2021 _________________________________ WILMINGTON...Supplemental Indenture • April 2nd, 2021 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • New York
On the date hereof, the Notes (as defined below) are being issued in connection with the acquisition (the “Acquisition”) by the Issuer of 100% of the issued and outstanding equity interests of Custom Truck One Source, L.P., a Delaware limited partnership (“Custom Truck”), and its Subsidiaries pursuant to a purchase and sale agreement, dated as of December 3, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”), by and among the Issuer, Nesco Holdings, Inc., a Delaware corporation, the CTOS Sellers (as defined therein), the BlockerCo Sellers (as defined therein), the Sellers’ Representative (as defined therein) and the Investor (as defined therein).
CORPORATE ADVISORY SERVICES AGREEMENTCorporate Advisory Services Agreement • April 2nd, 2021 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • New York
This CORPORATE ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into as of April 1, 2021 by and between Custom Truck One Source, Inc., a Delaware corporation f/k/a Nesco Holdings, Inc. (the “Company”) and Platinum Equity Advisors, LLC (“Platinum”), a Delaware limited liability company (“Advisor”).
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CUSTOM TRUCK ONE SOURCE, INC. AND THE INVESTORS PARTY HERETO Dated as of April 1, 2020Registration Rights Agreement • April 2nd, 2021 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 1, 2021, by and between Custom Truck One Source, Inc., a Delaware corporation (including its successors and permitted assigns, the “Company”), and each Investor party to this Agreement from time to time (each an “Investor”, and collectively the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.
FORM INDEMNIFICATION And Advancement AGREEMENTForm Indemnification and Advancement Agreement • April 2nd, 2021 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between _________, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
