JOINDER AGREEMENTJoinder Agreement • July 6th, 2006 • Neff Rental LLC • Services-miscellaneous equipment rental & leasing • New York
JOINDER AGREEMENT (this “Agreement”) dated as of May 22, 2006, is by and among Valley Rents and Ready Mix, Inc., a Delaware corporation (the “New Subsidiary”) and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Agent”) for the holders of Note Obligations (as defined below).
INTERCREDITOR AGREEMENT JOINDERIntercreditor Agreement • July 6th, 2006 • Neff Rental LLC • Services-miscellaneous equipment rental & leasing
The undersigned, Valley Rents and Ready Mix, Inc., a Delaware corporation, hereby agrees to become party as a Grantor under the Intercreditor Agreement dated as of July 8, 2005 (the “Intercreditor Agreement”), among Neff Rental LLC and Neff Finance Corp. (collectively, “Holdings”), Neff Rental, Inc., the other Grantors (such term and each other capitalized term used but not defined herein having the meaning set forth in the Intercreditor Agreement) from time to time party thereto, the Credit Agreement Agent under the Credit Agreement and as Priority Lien Collateral Agent, and Wells Fargo Bank, National Association, as Trustee and as Parity Junior Lien Collateral Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date th
JOINDER AGREEMENT to Registration Rights Agreement Neff Rental LLC and Neff Finance Corp. $245,000,000 11¼% Second Priority Senior Secured Notes due 2012Registration Rights Agreement • July 6th, 2006 • Neff Rental LLC • Services-miscellaneous equipment rental & leasing • New York
This AGREEMENT (the “Joinder Agreement”) is made as of May 22, 2006 by Valley Rents and Ready Mix, Inc., a Delaware corporation (“Valley Rents”) with respect to that certain registration rights agreement, dated as of July 8, 2005 (the “Registration Rights Agreement”), among Neff Rental LLC, a Delaware limited liability company (the “Company”), Neff Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), Neff Rental, Inc., a Florida corporation (the “Guarantor”), and Credit Suisse Securities (USA) LLC (as successor to Credit Suisse First Boston LLC, the “Initial Purchaser”).
PLEDGE AGREEMENTPledge Agreement • July 6th, 2006 • Neff Rental LLC • Services-miscellaneous equipment rental & leasing • 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).
ContractFirst Supplemental Indenture • July 6th, 2006 • Neff Rental LLC • Services-miscellaneous equipment rental & leasing • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 22, 2006, among Neff Rental LLC, a Delaware limited liability company (the “Company”), Neff Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), Neff Rental, Inc., a Florida corporation (the “Existing Guarantor”), Valley Rents and Ready Mix, Inc., a Delaware corporation and an indirect subsidiary of the Company (the “Additional Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
JOINDER AGREEMENT to Registration Rights Agreement Neff Rental LLC and Neff Finance Corp. $80,000,000 13% Senior Subordinated Notes due 2013Registration Rights Agreement • July 6th, 2006 • Neff Rental LLC • Services-miscellaneous equipment rental & leasing • New York
This AGREEMENT (the “Joinder Agreement”) is made as of May 22, 2006 by Valley Rents and Ready Mix, Inc., a Delaware corporation (“Valley Rents”) with respect to that certain registration rights agreement, dated as of July 8, 2005 (the “Registration Rights Agreement”), among Neff Rental LLC, a Delaware limited liability company (the “Company”), Neff Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), Neff Rental, Inc., a Florida corporation (the “Guarantor”), 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”).
ContractFirst Supplemental Indenture • July 6th, 2006 • Neff Rental LLC • Services-miscellaneous equipment rental & leasing • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 22, 2006, among Neff Rental LLC, a Delaware limited liability company (the “Company”), Neff Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), Neff Rental, Inc., a Florida corporation (the “Existing Guarantor”), Valley Rents and Ready Mix, Inc., a Delaware corporation and an indirect subsidiary of the Company (the “Additional Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
SECURITY AGREEMENTSecurity Agreement • July 6th, 2006 • Neff Rental LLC • Services-miscellaneous equipment rental & leasing • 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).
STOCKHOLDERS AGREEMENT OF NEFF CORP.Stockholders Agreement • July 6th, 2006 • Neff Rental LLC • Services-miscellaneous equipment rental & leasing • Delaware
This Stockholders Agreement (“Agreement”) is entered into as of June 3, 2005, by and among Neff Corp., a Delaware corporation (the “Company”), Iron Merger Partnership, a Delaware general partnership (“Iron”), New York Life Capital Partners II, L.P., a Delaware limited partnership (“NY Life Capital Partners”), New York Life Investment Management Mezzanine Partners, LP (“NY Life Mezzanine Partners”), NYLIM Mezzanine Partners Parallel Fund, LP (“NYLIM” and, together with NY Life Capital Partners and NY Life Mezzanine Partners, each individually, a “NY Life Investor” and together the “NY Life Investors”), 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 and TCW/Crescent Mezzanine Partners III Netherlands, L.P. (collectively, the “Mezzanine Investors” and, together with the NY Life Investors, each individually, an “Other Stockholder,” and together, the “Other Stockholders”),
