NATIONSRENT COMPANIES, INC. $250,000,000 Principal Amount 9½% Senior Secured Notes due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2004 • Nationsrent Companies Inc • New York
NationsRent Companies, Inc., a Delaware corporation (the "Company") is issuing and selling to each of Jefferies & Company, Inc. and Wachovia Capital Markets, LLC (collectively, the "Initial Purchasers"), upon the terms set forth in the Purchase Agreement dated October 16, 2003 by and among the Company, the Initial Purchasers, and the subsidiary guarantors named therein (the "Purchase Agreement"), $250,000,000 aggregate principal amount 9½% Senior Secured Notes due 2010 issued by the Company (each, a "Note" and collectively, the "Notes"). As an inducement to each Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with each of the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2004 • Nationsrent Companies Inc • Florida
EMPLOYMENT AGREEMENT (the "Agreement") dated as of September 11, 2003, between NR Holdings, Inc., a Delaware corporation (the "Company"), and Thomas J. Putman (the "Executive").
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 23, 2003 among NATIONSRENT COMPANIES, INC., NATIONSRENT, INC., and Their U.S. Subsidiaries, as Borrowers, EACH OF THE FINANCIAL INSTITUTIONS INITIALLY A SIGNATORY HERETO, TOGETHER WITH THOSE...Credit Agreement • April 1st, 2004 • Nationsrent Companies Inc • New York
STOCKHOLDERS' AGREEMENTStockholders' Agreement • April 1st, 2004 • Nationsrent Companies Inc • Delaware
This Stockholders' Agreement (this "Agreement") dated as of June 13, 2003, by and among (i) NR Holdings, Inc., a Delaware corporation (the "Company"), (ii) the holders of the Company's Common Stock (as defined below) identified in Exhibit A hereto (the "Common Stockholders"), (iii) the holders of the Company's Preferred Stock (as defined below) identified in Exhibit B hereto (the "Preferred Stockholder") and (iv) each of the persons who shall, after the date hereof, acquire any class or series of capital stock, as of the date of such acquisition, including, without limitation, any holder of any Convertible Notes, upon conversion of such notes ("New Stockholders"), and join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession acknowledging such New Stockholder's intention to be bound by the terms of this Agreement (each of such aforementioned persons in (ii), (iii) and (iv) being hereinafter referred to collectively as the "Stockh
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 1st, 2004 • Nationsrent Companies Inc • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Security Agreement") entered into as of October 23, 2003 by and among NATIONSRENT COMPANIES, INC., a Delaware corporation formerly know as NR Holdings, Inc. (the "Company"), NATIONSRENT, INC., a Delaware corporation formerly known as Las Olas Thirteen Corporation ("NationsRent"), each of the other Subsidiaries of the Company identified on the signature pages hereto as a Borrower and any other Subsidiaries of the Company which may from time to time become party hereto (collectively referred to as the "Subsidiary Borrowers" or individually referred to as a "Subsidiary Borrower") (hereinafter, the Company, NationsRent and the Subsidiary Borrowers collectively referred to as the "Obligors" or individually referred to as an "Obligor"), WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent under the Credit Agreement referred to below (in such capacity, the "Agent") for the several banks and other financial institution
FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENTStockholders' Agreement • April 1st, 2004 • Nationsrent Companies Inc • Delaware
THIS FIRST AMENDMENT, dated as of July 9, 2003 (this "Amendment"), to the STOCKHOLDERS' AGREEMENT, dated as of June 13, 2003 (the "Agreement"), by and among NR Holdings, Inc., a Delaware corporation (the "Company") and the stockholders (the "Stockholders") listed on the signature pages thereto. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.
NATIONSRENT LIQUIDATING TRUST AGREEMENTNationsrent Liquidating Trust Agreement • April 1st, 2004 • Nationsrent Companies Inc • Delaware
This NationsRent Liquidating Trust Agreement (the "Agreement") dated as of June 13, 2003 by and among NationsRent, Inc. ("NationsRent"), and NationsRent USA, Inc., NationsRent Transportation Services, Inc., NR Delaware, Inc., NRGP, Inc., NationsRent West, Inc., Logan Equipment Corp., NR Dealer, Inc., NR Franchise Company, BDK Equipment Company, Inc., NationsRent of Texas, LP and NationsRent of Indiana, LP (collectively with NationsRent, along with any successors in interest, the "Debtors"), as settlors, and Perry Mandarino as trustee (the "Initial Trustee"), for the benefit of the holders of Allowed Class C-4 Claims under the terms of the First Amended Joint Plan of Reorganization of NationsRent and the other Debtors filed in the above-captioned matter (as modified by certain modifications filed with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") on April 16, 2003, May 6, 2003 and May 13, 2003 (the "Plan") and confirmed by the Bankruptcy Court
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 1st, 2004 • Nationsrent Companies Inc • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2003 (the "Amendment")relating to the Credit Agreement referenced below, is by and among NATIONSRENT COMPANIES, INC., a Delaware corporation (formerly know as, NR HOLDINGS, INC.) (the "Company"), NATIONSRENT, INC., a Delaware corporation ("NationsRent"), each of the other Subsidiaries of the Company and/or NationsRent identified on the signature pages hereto as a Borrower (collectively referred to as the "Subsidiary Borrowers" or individually referred to as a "Subsidiary Borrower") (hereinafter, the Company, NationsRent and the Subsidiary Borrowers collectively referred to as the "Borrowers" or individually referred to as a "Borrower"), each of the financial institutions identified as Lenders on the signature pages hereto (referred to individually as a "Lender" and, collectively, as the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"), as administrative agent (in such capacity, the "A
CALL AGREEMENTCall Agreement • April 1st, 2004 • Nationsrent Companies Inc • Delaware
This CALL AGREEMENT (this "Agreement") is made as of June 13, 2003 by and between NR HOLDINGS, INC., a Delaware corporation ("Holdco") and Perry Mandarino, as Trustee (the "Holder") on behalf of NationsRent Unsecured Creditor’s Liquidating Trust, a Delaware business trust (the "Liquidating Trust") established pursuant to the NationsRent Liquidating Trust Agreement (the "Trust Agreement") dated the date hereof.
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2004 • Nationsrent Companies Inc • Delaware
This Amended and Restated Indemnification Agreement (the "Agreement") is entered into as of June 13, 2003, by and among NR Holdings, Inc., a Delaware corporation (the "Company") and ______________ (the "Indemnitee").
INDENTURE, Dated as of October 23, 2003, AMONG NATIONSRENT COMPANIES, INC., as Issuer, WILMINGTON TRUST COMPANY, as Trustee and as Collateral Agent, AND THE GUARANTORS NAMED HEREIN, as Guarantors, 9½% Senior Secured Notes due 2010Indenture • April 1st, 2004 • Nationsrent Companies Inc • New York
Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F - - - - - - Form of Initial Note Form of Exchange Note Form of Legend for Global Notes Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S Form of Certificate to Be Delivered in Connection with Repurchase by the Company upon Collateral Value Triggering Event A-1 B-1 C-1 D-1 E-1 F-1
