REGISTRATION RIGHTS AGREEMENT by and among Neff Corp. and Banc of America Securities LLC CIBC World Markets Corp. UBS Securities LLC Dated as of May 31, 2007Registration Rights Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 31, 2007, by and among Neff Corp., a Delaware corporation (the “Company”), the Guarantors listed on Schedule I hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, CIBC World Markets Corp. and UBS Securities LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 10% Senior Notes due 2015 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 31st day of March, 2007, by and between LYN ACQUISITION CORP., a Delaware corporation (“Merger Sub”), and GRAHAM HOOD, an individual (the “Executive”).
CREDIT AGREEMENT DATED AS OF MAY 31, 2007 by and among NEFF CORP., as Parent Borrower, LYN HOLDINGS CORP., THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, BANK OF AMERICA, N.A., as Agent, Swing Line Lender, and L/C Issuer, THE...Credit Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
This CREDIT AGREEMENT is dated as of May 31, 2007 and entered into by and among Neff Corp., a Delaware corporation (“Parent Borrower”), LYN Holdings Corp., a Delaware corporation (“Holdings”), and the other persons designated as “Credit Parties” on the signature pages hereof and each other person which becomes party hereto as a Credit Party pursuant to Section 2.8 below, the financial institutions who are or hereafter become parties to this Agreement as Lenders, BANK OF AMERICA, N.A. as Agent, Swing Line Lender and L/C Issuer, GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent, CIBC INC. and UBS SECURITIES LLC, as documentation agents, BANC OF AMERICA SECURITIES LLC, GE CAPITAL MARKETS, INC. and UBS SECURITIES LLC, as joint lead arrangers and joint book runners, and CIBC WORLD MARKETS CORP., acting through its New York Agency, as co-manager.
GUARANTYGuaranty • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
This GUARANTY (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Guaranty”), dated as of May 31, 2007 by and among LYN HOLDINGS CORP., a Delaware corporation (“Holdings”), Neff Rental, Inc., Neff Rental LLC, Neff Finance Corp. and each of the other entities that becomes a party hereto pursuant to Section 6 (collectively, “Guarantors”), and BANK OF AMERICA, N.A. as agent (in such capacity, “Agent”) for itself and the lenders from time to time signatory to the Credit Agreement hereinafter defined (“Lenders”) and the other Secured Parties.
LIMITED LIABILITY COMPANY AGREEMENT OF NEFF RENTAL LLCLimited Liability Company Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Neff Rental LLC (the “Company”), is made and entered into as of June 30, 2005, by Neff Corp.
SECOND LIEN TRADEMARK SECURITY AGREEMENTSecond Lien Trademark Security Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec
THIS SECOND LIEN TRADEMARK SECURITY AGREEMENT (together with all amendments, if any, from time to time, this “Intellectual Property Security Agreement”), dated as May 31, 2007, is made by THE GRANTOR LISTED ON THE SIGNATURE PAGES HERETO AND EACH ADDITIONAL PARTY WHICH BECOMES A GRANTOR HERETO PURSUANT TO SECTION 8 HEREOF (collectively, “Grantors” and each, a “Grantor”), in favor of BANK OF AMERICA, N.A., a Delaware corporation, in its capacity as Agent for itself, the Lenders and the other Secured Parties (each as defined in the Credit Agreement referred to below).
NON-QUALIFIED STOCK OPTION AGREEMENT OF LYN HOLDINGS CORP.Non-Qualified Stock Option Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [DATE], 2007 (the “Grant Date”) by and between LYN Holdings Corp., a Delaware corporation (the “Company”) and [NAME], an employee of the Company (or one of its Subsidiaries), hereinafter referred to as the “Optionee.”
ContractTransaction and Advisory Fee Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
THIS TRANSACTION AND ADVISORY FEE AGREEMENT (this “Agreement”), dated as of May 31, 2007, is entered into by and among Neff Corp., a Delaware corporation (the “Company”), Lightyear Capital LLC, a Delaware limited liability company (the “Lightyear Manager”), Norwest Equity Partners VIII, LP, a Delaware limited partnership (the “Norwest Manager”) and General Electric Pension Trust, a New York common law trust (the “GE Manager”, and collectively with the Lightyear Manager and the Norwest Manager, the “Managers”) .
SECOND LIEN PLEDGE AGREEMENTSecond Lien Pledge Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
This SECOND LIEN PLEDGE AGREEMENT, dated as of May 31, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) between LYN HOLDINGS CORP., a Delaware corporation (“Holdings”), NEFF CORP., a Delaware corporation (“Parent Borrower”) and NEFF RENTAL, LLC, a Delaware limited liability company (“Neff Rental”) and each other Person which becomes party hereto as Pledgor (such Persons, together with Holdings, Parent Borrower and Neff Rental., collectively, the “Pledgors” and each, a “Pledgor”), and BANK OF AMERICA, N.A. in its capacity as Agent for Secured Parties (“Agent”).
INTERCREDITOR AGREEMENT among NEFF CORP., as Parent Borrower, Holdings and the Subsidiaries of Parent Borrower party hereto, BANK OF AMERICA, N.A., as First Lien Collateral Agent, BANK OF AMERICA, N.A., as Second Lien Collateral Agent, and BANK OF...Intercreditor Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
This INTERCREDITOR AGREEMENT, is dated as of May 31, 2007, and entered into by and among Neff Corp., a Delaware corporation (“Company”), Holdings and each of the Borrowers party hereto (each as defined below), and Bank of America, N.A., in its capacity as agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and Bank of America, N.A., in its capacity as agent for the Second Lien Obligations under the Second Lien Credit Agreement (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”) and Bank of America, N.A., in its capacity as control agent for the First Lien Collateral Agent and the Second Lien Collateral Agent, including its successors and assigns from time to time (the “Control Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 or in the First Lien Credit Agreement (as de
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • Florida
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of May 31, 2007 by and between Mark Irion (the “Executive”), and Neff Corp., a corporation organized and existing under the laws of the State of Tennessee (the “Company”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec
This Second Amendment to Employment Agreement (the “Amendment”) is entered into and effective as of the 8th of July 2005 (the “Effective Date”), by and among Neff Corp., a Delaware corporation (the “Company”), Neff Rental LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company, Neff Finance Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Neff Rental LLC, Neff Rental, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Neff Rental LLC, and Mark H. Irion, an individual (the “Executive” and collectively with the Company, Neff Rental LLC, Neff Finance Corp. and Neff Rental, Inc., the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of March, 2000, by and between Neff Corp., a Delaware Company (the “Company”), and Mark Irion, an individual (the “Executive”) (hereinafter collectively referred to as the “Parties”).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
SECOND LIEN SECURITY AGREEMENT, dated as of May 31, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), among NEFF CORP., a Delaware corporation (“Parent Borrower”), LYN HOLDINGS CORP., a Delaware corporation (“Holdings”), the other guarantors party to the Guaranty on the date hereof (together with Holdings, the “Guarantors”) and each other Person which becomes party hereto as Grantor pursuant to Section 20 of this Agreement (such Persons, together with Parent Borrower and the Guarantors, collectively, the “Grantors” and each, a “Grantor”), and BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as Agent for the Secured Parties.
FIRST LIEN TRADEMARK SECURITY AGREEMENTFirst Lien Trademark Security Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec
THIS FIRST LIEN TRADEMARK SECURITY AGREEMENT (together with all amendments, if any, from time to time, this “Intellectual Property Security Agreement”), dated as May 31, 2007, is made by THE GRANTOR LISTED ON THE SIGNATURE PAGES HERETO AND EACH ADDITIONAL PARTY WHICH BECOMES A GRANTOR HERETO PURSUANT TO SECTION 8 HEREOF (collectively, “Grantors” and each, a “Grantor”), in favor of BANK OF AMERICA, N.A., a Delaware corporation, in its capacity as Agent for itself, the Lenders and the other Secured Parties (each as defined in the Credit Agreement referred to below).
FIRST LIEN PLEDGE AGREEMENTFirst Lien Pledge Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
This FIRST LIEN PLEDGE AGREEMENT, dated as of May 31, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) between LYN HOLDINGS CORP., a Delaware corporation (“Holdings”), NEFF CORP., a Delaware corporation (“Parent Borrower”) and NEFF RENTAL, LLC, a Delaware limited liability company (“Neff Rental”) and each other Person which becomes party hereto as Pledgor (such Persons, together with Holdings, Parent Borrower and Neff Rental., collectively, the “Pledgors” and each, a “Pledgor”), and BANK OF AMERICA, N.A. in its capacity as Agent for Secured Parties (“Agent”).
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
FIRST LIEN SECURITY AGREEMENT, dated as of May 31, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), among NEFF CORP., a Delaware corporation (“Parent Borrower”), LYN HOLDINGS CORP., a Delaware corporation (“Holdings”), the other borrowers party to the Credit Agreement (as defined below) on the date hereof (the “Borrowers”) and each other Person which becomes party hereto as Grantor pursuant to Section 20 of this Agreement (such Persons, together with Parent Borrower, the Borrowers and Holdings, collectively, the “Grantors” and each, a “Grantor”), and BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as Agent for the Secured Parties.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into and effective as of the 31st of January 2005, by and between NEFF CORP., a Delaware corporation (the “Company”), and MARK H. IRION, an individual (the “Executive” and collectively with the Company, the “Parties” or individually, a “Party”).
CREDIT AGREEMENT DATED AS OF MAY 31, 2007 by and among NEFF CORP., as Parent Borrower, LYN HOLDINGS CORP., THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, BANK OF AMERICA, N.A., as Agent THE OTHER FINANCIAL INSTITUTIONS PARTY...Credit Agreement • July 9th, 2007 • Neff Rental Inc • Services-equipment rental & leasing, nec • New York
This CREDIT AGREEMENT is dated as of May 31, 2007 and entered into by and among Neff Corp., a Delaware corporation (“Parent Borrower”), LYN Holdings Corp., a Delaware corporation (“Holdings”), and the other persons designated as “Credit Parties” on the signature pages hereof and each other person which becomes party hereto as a Credit Party pursuant to Section 2.8 below, the financial institutions who are or hereafter become parties to this Agreement as Lenders, BANK OF AMERICA, N.A. as Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent, CIBC INC. and UBS SECURITIES LLC, as documentation agents, BANC OF AMERICA SECURITIES LLC and CIBC WORLD MARKETS CORP., acting through its New York Agency, as joint lead arrangers and joint book runners, and GE CAPITAL MARKETS, INC. and UBS SECURITIES LLC, as co-managers.
