Exhibit
10.7


Execution Version


SECOND
AMENDMENT

TO

FINANCING AGREEMENT


Second Amendment, dated as
of May 14, 2004 (this “Amendment”) to the Financing Agreement, dated as
of October 31, 2003, as amended by the First Amendment, dated as of March 30,
2004 (the “Financing Agreement”), by and among National Rental Group
Financing Inc., a Delaware corporation (the “Borrower”) and
Daimlerchrysler Services North America LLC (the “Lender”).


WHEREAS, the Borrower and
the Lender desire to amend the Financing Agreement on the terms and conditions
set forth herein;


NOW THEREFORE, the Borrower
and the Lender hereby agree as follows:


1.     Definitions.  All capitalized terms used herein and not
otherwise defined herein are used herein as defined in the Financing Agreement.


2.     Financial Statements and Other
Information.  Section 5.01(a)(iv) of
the Financing Agreement is hereby amended in its entirety to read as follows:


                                “ (iv) as soon as available, and in
any event (A) with respect to the Fiscal Quarter ending March 31, 2004, by
May  28, 2004, and (B) with respect to
each Fiscal Quarter thereafter, within forty-five (45) days after the end of
each of the first three Fiscal Quarters of each Fiscal Year of Lessee):
(A) consolidated balance sheets of Lessee as of the end of such Fiscal
Quarter and the related consolidated statements of income, retained earnings
and cash flows for such Fiscal Quarter and for the portion of each Fiscal Year
of Lessee ended at the end of such Fiscal Quarter, setting forth in each case
in comparative form, the figures for the corresponding Fiscal Quarter and the
corresponding portion of the respective previous Fiscal Year of Lessee, all in
reasonable detail and certified (subject to normal year-end adjustments) as to
fairness of presentation, GAAP and consistency by the respective chief
financial officer of Lessee;”


3.             Conditions to Effectiveness.  This Amendment shall become effective only
upon satisfaction in full of the following conditions precedent (the first date
upon which all such conditions have been satisfied being herein called the “Amendment
Effective Date”):


(a)           The representations and warranties contained in this
Amendment and in Section 4 of the Financing Agreement and each other Loan
Document shall be correct on and as of the Amendment Effective Date as though
made on and as of such date, except to the extent any such representation or
warranty is made as of a specified date, in which case such representation or
warranty shall have been true and correct as of such date; no Event of Default
shall have occurred and be continuing on the Amendment Effective Date or result
from this Amendment becoming effective in accordance with its terms.


(b)           The Lender shall have received counterparts of this
Amendment which bear the signature of the Borrower and the Lender.


(c)           All legal matters incident to this Amendment shall be
satisfactory to the Agents and their counsel.


 





















 


4.             Representations and Warranties.  The Borrower represents and warrants to the
Lender as follows:


(a)           The Borrower (i) is a corporation duly organized, validly
existing and in good standing under the laws of the state of its organization
and (ii) has all requisite power, authority and legal right to execute, deliver
and perform this Amendment and to perform the Financing Agreement, as amended
hereby.


(b)           The execution, delivery and performance by the Borrower of
this Amendment and the performance by it of the Financing Agreement as amended
hereby have been duly authorized by all necessary action on the part of the
Borrower, and is in full force and effect as of the date hereof, and the
agreements and obligations of the Borrower contained herein and in the
Financing Agreement, as amended hereby, constitute legal, valid and binding
obligations enforceable against them in accordance with their terms.


(c)           No Event of Default or act, condition or event which with
notice or passage of time or both would constitute an Event of Default shall
exist or have occurred and be continuing on the date hereof (after giving
effect hereto).


(d)           All necessary actions and proceedings required by the
Financing Agreement in connection with this Amendment, applicable law or
regulation and the transactions contemplated thereby have been duly and validly
taken in accordance with the terms thereof, and all required consents thereto
under any agreement, document or instrument to which the Borrower are a party,
and all applicable consents or approvals of governmental authorities, have been
obtained.


5.             Continued Effectiveness of Financing Agreement.  The Borrower hereby (i) confirms and agrees
that each Transaction Document to which it is a party is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed in all
respects except that on and after the Amendment Effective Date all references
in any such Transaction Document to “the Financing Agreement”, “thereto”,
“thereof”, “thereunder” or words of like import referring to the Financing
Agreement shall mean the Financing Agreement as amended by this Amendment, and
(ii) confirms and agrees that to the extent that any such Transaction Document
purports to assign or pledge to the Lender, or to grant to the Lender a
security interest in or lien on, any collateral as security for the Obligations
of the Borrower from time to time existing in respect of the Financing
Agreement and the Transaction Documents, such pledge, assignment and/or grant
of the security interest or lien is hereby ratified and confirmed in all
respects.


6.             Miscellaneous.


(a)           Except as expressly set forth herein, the amendment set
forth herein shall not by implication or otherwise limit, impair, constitute an
amendment, waiver or consent of, or otherwise affect the rights or remedies of
the Lender under the Financing Agreement or any other Transaction Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Financing
Agreement or any other Transaction Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle the
Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements
contained in the Financing


 


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Agreement or any other Transaction Document in
similar or different circumstances.  The
amendment herein shall apply and be effective only with respect to the matters
expressly covered thereby.  This
Amendment shall constitute a Transaction Document for all purposes of the
Financing Agreement and the other Transaction Documents.


(b)           This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.


(c)           Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


(d)           This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.


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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed by their respective officers
thereunto duly authorized as of the day and year first above written.


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  NATIONAL RENTAL GROUP FINANCING INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  
	
   

  	
   

  	
  Name:Jill A. Gordon

  
	
   

  	
   

  	
  Title:Vice President

  
	
   

  



 


 

















 


 


	
   

  	
  LENDER:

  
	
   

  	
  DAIMLERCHRYSLER SERVICES
  NORTH AMERICA LLC

  
	
   

  	
  By:

  	
  /s/ Janet B. Toronski

  
	
   

  	
   

  	
  Name: Janet B. Toronski

  
	
   

  	
   

  	
  Title:   VP
  National Accounts