NEFF RENTAL LLC and NEFF FINANCE CORP., as Issuers the GUARANTORS named herein, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee AMENDED AND RESTATED INDENTURE Dated as of June 3, 2005 and Amended and Restated as of July 8, 2005 13% Senior...Indenture • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
INDENTURE, dated as of June 3, 2005, and amended and restated as of July 8, 2005, among Neff Rental LLC., a Delaware limited liability company (the “Company”), Neff Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”) the Guarantors (as defined herein) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
Neff Rental LLC and Neff Finance Corp. 11¼% Second Priority Senior Secured Notes Due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
Neff Rental LLC (“Neff Rental LLC”), a Delaware limited liability company, and Neff Finance Corp. (“Neff Finance”), a Delaware corporation and a wholly owned subsidiary of Neff Rental LLC (each, an “Issuer”, and together, the “Issuers”), propose to issue and sell to Credit Suisse First Boston LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated June 30, 2005 (the “Purchase Agreement”), $245,000,000 aggregate principal amount of their 11¼% Second Priority Senior Secured Notes due 2012 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantee”) by Neff Rental, Inc., a Florida corporation (the “Guarantor” and together with the Issuers, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of July 8, 2005 (the “Indenture”), among the Issuers, the Guarantor and Wells Fargo Bank, N.A. (the “Trustee”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the
NEFF RENTAL LLC, NEFF FINANCE CORP., the GUARANTORS named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEEIndenture • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
INDENTURE dated as of July 8, 2005, among Neff Rental LLC, a Delaware limited liability company, Neff Finance Corp., a Delaware corporation, the Guarantors (as defined herein) and Wells Fargo Bank, National Association, a national banking association, as Trustee.
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 8, 2005 by and among NEFF RENTAL, INC., as Borrower, and NEFF RENTAL LLC, NEFF FINANCE CORP. and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL...Credit Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 8, 2005 and entered into by and among NEFF RENTAL, INC., a Florida corporation (“NEFF” or “Borrower”), NEFF RENTAL LLC, a Delaware limited liability company (“NEFF LLC” or “Holdings”), NEFF Finance Corp., a Delaware corporation (“Finance Corp.”) 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. (in its individual capacity, “Bank of America”), as the initial L/C Issuer (as defined below) and as syndication agent, WACHOVIA BANK, NATIONAL ASSOCIATION and THE CIT GROUP/BUSINESS CREDIT, INC., as co-documentation agents, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as Agent (as defined below).
MANAGEMENT SERVICES AGREEMENT Dated as of June 3, 2005 By and among NEFF CORP., NEFF RENTAL, INC. AND ODYSSEY INVESTMENT PARTNERS, LLCManagement Services Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
This Management Services Agreement (this “Agreement”), dated as of June 3, 2005 is entered into by and among Neff Corp., a Delaware corporation (the “Company”), Neff Rental, Inc., a Florida corporation and wholly owned subsidiary of the Company (“Neff Rental” and together with the Company, “Neff”) and Odyssey Investment Partners, LLC, a Delaware limited liability company (“Odyssey”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2006 • Neff Finance Corp. • 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”).
June 3, 2005Management Rights Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
PLEDGE AGREEMENTPledge Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
This PLEDGE AGREEMENT dated as of July 8, 2005 (together with all amendments, if any, from time to time hereto, this “Agreement”), by and among NEFF RENTAL LLC, a Delaware limited liability company (“Neff LLC”), NEFF FINANCE CORP., a Delaware corporation (“Neff Finance” and, together with Neff LLC, the “Borrowers” and each, a “Borrower”), NEFF RENTAL, INC., a Florida corporation (“NEFF”) and each other Person which becomes party hereto as a Pledgor pursuant to Section 22 of this Agreement (such Persons, together with the Borrowers and NEFF, collectively, the “Pledgors” and each, a “Pledgor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Agent”) for the benefit of the Secured Parties (as defined below).
RECAPITALIZATION AGREEMENT BETWEEN IRON MERGER SUB, INC. AND NEFF CORP. Dated as of April 6, 2005Recapitalization Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • Delaware
RECAPITALIZATION AGREEMENT (this “Agreement”), made and entered into as of April 6, 2005 by and between Iron Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Neff Corp., a Delaware corporation (the “Company”). Merger Sub and the Company are sometimes referred to herein each individually as a “Party” and, together, as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
SECURITY AGREEMENT dated as of July 8, 2005 (together with all amendments, if any, from time to time hereto, this “Agreement”), by and among NEFF RENTAL LLC, a Delaware limited liability company (“Neff LLC”), NEFF FINANCE CORP., a Delaware corporation (“Neff Finance” and, together with Neff LLC, the “Borrowers” and each, a “Borrower”), NEFF RENTAL, INC., a Florida corporation (“NEFF”) and each other Person which becomes party hereto as Grantor pursuant to Section 19 of this Agreement (such Persons, together with the Borrowers and NEFF, collectively, the “Grantors” and each, a “Grantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Agent”) for the benefit of the Secured Parties (as defined below).
June 3, 2005 Neff Corp. Suite 400 Miami, Florida 33178 Attention: Mark H. IrionManagement Rights Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec
DLJ Investment Partners II, L.P. (the “Fund”) (i) owns shares of Common Stock, par value $0.01 per share, of Neff Corp., a Delaware corporation (the “Company”), subject to the terms and conditions of the Stockholders Agreement dated as of June 3, 2005 (the “Stockholders Agreement”) by and among the Company, the Fund, Iron Merger Partnership, New York Life Capital Partners II, L.P., TCW/Crescent Mezzanine Partners III, L.P. and certain affiliated investors and (ii) is one of the holders of the 13% Senior Subordinated Notes due June 3, 2013 (the “Notes”) of the Company.
AMENDED AND RESTATED GUARANTYGuaranty • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
This AMENDED AND RESTATED GUARANTY (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Guaranty”), dated as of July 8, 2005 by and among NEFF RENTAL LLC (“Parent Guarantor”), a Delaware limited liability company, NEFF RENTAL, INC. (“Borrower”), a Florida corporation, NEFF FINANCE CORP. (“Finance Corp.”), a Delaware corporation, and each of the other entities that becomes a party hereto pursuant to Section 8 (each, a “Subsidiary Guarantor” and together with Parent Guarantor, Borrower and Finance Corp., collectively, “Guarantors”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“ GE Capital”), 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 (as defined in the Credit Agreement).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec
This First 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 Juan Carlos Mas, an individual (the “Executive” and collectively with the Company, Neff Rental LLC, Neff Finance Corp. and Neff Rental, Inc., the “Parties”).
June 3, 2005Stockholders Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEFF RENTAL LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • January 3rd, 2006 • Neff Finance Corp. • 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.
Amendment/Assignment AgreementAmendment/Assignment Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
This AGREEMENT (this “Agreement”), dated as of June 30, 2005, is entered into by and among Neff Corp. (the “Parent”), Neff Rental LLC (the “Company”), Neff Finance Corp. (“Finance Corp” and, together with the Company, the “Issuers”), Neff Rental, Inc. (“Neff Rental”) and DLJ Investment Partners II, L.P., DLJ Investment Partners, L.P., DLJIP II Holdings, L.P., TCW/Crescent Mezzanine Partners III, L.P., TCW/Crescent Mezzanine Trust III, TCW/Crescent Mezzanine Partners III Netherlands, L.P., KKR Financial Corp., New York Life Investment Management Mezzanine Partners, LP and NYLIM Mezzanine Partners Parallel Fund, LP. (collectively, the “Purchasers”).
INTERCREDITOR AGREEMENT dated as of July 8, 2005 among NEFF RENTAL LLC, NEFF FINANCE CORP., NEFF RENTAL, INC., THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO,Intercreditor Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
INTERCREDITOR AGREEMENT dated as of July 8, 2005 (together with each Intercreditor Agreement Joinder, this “Agreement”), among NEFF RENTAL LLC, a Delaware limited liability company (“Neff LLC”), NEFF FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with Neff LLC, “Holdings”), NEFF RENTAL, INC., a Florida corporation (“Neff Rental”), the Grantors (as defined below) from time to time party hereto, GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Credit Agreement Agent (in such capacity and together with its successors in such capacity, the “Credit Agreement Agent”) and as collateral agent for the Priority Lien Lenders (as defined below) and the other Secured Parties (as defined in the Credit Agreement (as defined below)) (in such capacity and together with its successors in such capacity, the “Priority Lien Collateral Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as Trustee (in such capacity and together with its successors in such capacity, th
June 3, 2005Stockholders Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
July 8, 2005 Neff Corp. Neff Rental LLC Neff Finance Corp. Suite 400 Miami, Florida 33178 Attention: Mark H. Irion Re: Management Rights Dear Mr. Irion:Management Rights Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec
TCW/Crescent Mezzanine Partners III, L.P. (“TCW MP III”) and TCW/Crescent Mezzanine Partners III Netherlands (“TCW MP III Netherlands”) (i) own shares of Common Stock, par value $0.01 per share, of Neff Corp., a Delaware corporation (the “Company”), subject to the terms and conditions of the Stockholders Agreement dated as of June 3, 2005 (the “Stockholders Agreement”) by and among the Company, TCW MP III, TCW MP III Netherlands, Iron Merger Partnership, New York Life Capital Partners II, L.P., DLJ Investment Partners II, L.P. and certain affiliated investors and (ii) are holders of the 13% Senior Subordinated Notes due June 3, 2013 (the “Notes”) of Neff Rental LLC (“Neff Rental”) and Neff Finance Corp. (“Finance Corp.”).
Registration Rights Agreement Dated as of June 3, 2005 By and Among NEFF CORP. as Company, the GUARANTORS named herein andRegistration Rights Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • New York
This Registration Rights Agreement (this “Agreement”) is dated as of June 3, 2005, by and among Neff Corp., a Delaware corporation (the “Company”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and the purchasers listed on the signature pages hereto (together with their successors and assigns, the “Purchasers”) on the other hand.
LIMITED LIABILITY COMPANY AGREEMENT OF NEFF RENTAL LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • January 3rd, 2006 • Neff Finance Corp. • 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.
MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • January 3rd, 2006 • Neff Finance Corp. • Services-equipment rental & leasing, nec • Delaware
THIS MANAGEMENT RIGHTS AGREEMENT (this “Agreement”) is effective as of June 3, 2005, by and among Odyssey Investment Partners Fund III, L.P., a Delaware limited partnership (“OIP III”), Odyssey Investment Partners, LLC, a Delaware limited liability company (“Odyssey LLC”), Iron Merger Partnership, a Delaware partnership (“Iron Merger”), Neff Corp., a Delaware corporation (“Neff Corp”) and Neff Rental, Inc., a Florida corporation (“Neff Rental”).
