] Shares NEFF CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • New York
The undersigned understands that Morgan Stanley & Co. LLC and Jefferies LLC, as representatives (the “Representatives”) of the several Underwriters (as defined below) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Neff Corporation, a Delaware corporation (the “Company”) and Neff Holdings LLC, a Delaware limited liability company (“Holdings”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, $0.01 par value per share, of the Company (the “Common Stock”). Capitalized terms used but not defined herein shall have the meanings given to them in the Company’s registration statement on Form S-1 relating to the Shares (as such registration statement and the information contained therein may be amended or supplemented from time to time (including by way of free writing prospectus) on or prior to the time of execution
NEFF HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 26, 2014Limited Liability Company Agreement • December 2nd, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of November 26, 2014, is entered into by and among Neff Holdings LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
INDEMNITY AGREEMENTIndemnity Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between Neff Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2014 • Neff Corp • Services-equipment rental & leasing, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 26, 2014 by and among Neff Corporation, a Delaware corporation (the “Corporation”), Wayzata Opportunities Fund II, L.P., a Delaware limited partnership (“Wayzata”), and Wayzata Opportunities Fund Offshore II, L.P., a Cayman Islands limited partnership (“Wayzata Offshore” and, together with Wayzata, the “Wayzata Funds”), and each other Person identified on the Schedule of Investors attached hereto as of the date hereof under the caption “LLC Option Holders” (such other Persons, collectively, the “LLC Option Holders”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Florida
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into on November 20, 2014, by and between Mark Irion, an individual (the “Executive”), and Neff Holdings LLC, a Delaware limited liability company, and any of its subsidiaries, parents (including upon the consummation of the Transactions (as hereinafter defined), Neff Corporation, a Delaware corporation (“Neff Corporation”)) and affiliates as may employ the Executive from time to time (collectively, and together with any successor thereto, the “Company”).
AGREEMENT AND PLAN OF MERGER by and among H&E EQUIPMENT SERVICES, INC. NEFF CORPORATION, AND YELLOW IRON MERGER CO.Agreement and Plan of Merger • July 14th, 2017 • Neff Corp • Services-equipment rental & leasing, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this “Agreement”), by and among H&E Equipment Services, Inc., a Delaware corporation (“Parent”), Neff Corporation, a Delaware corporation (“Company”), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.
EXCHANGE AND TERMINATION AGREEMENTExchange and Termination Agreement • August 17th, 2017 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This Exchange and Termination Agreement (this “Agreement”), is entered into as of August 16, 2017 (immediately following the occurrence of the H&E Termination (as defined below)), by and among United Rentals (North America), Inc., a Delaware corporation (“Parent”), Wayzata Opportunities Fund II, L.P. (“Opportunities Fund”), Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Fund Offshore” and, together with Opportunities Fund, the “Stockholders” and each individually, a “Stockholder”), Neff Corporation (“Company”), and Neff Holdings LLC (“Holdings”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, a “Party.” Any capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Company, and UR Merger Sub III Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merge
SUPPORT AGREEMENTSupport Agreement • August 17th, 2017 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This Support Agreement (this “Agreement”) is entered into as of August 16, 2017 (immediately following the occurrence of the H&E Termination (as defined below)), by and among (a) United Rentals (North America), Inc., a Delaware corporation (“Parent”), and (b) (i) Wayzata Opportunities Fund II, L.P. (“Opportunities Fund”) and (ii) Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Fund Offshore” and, together with Opportunities Fund, the “Stockholders” and each individually, a “Stockholder”). Defined terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Neff Corporation (the “Company”), and UR Merger Sub III Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.
EXCHANGE AND TERMINATION AGREEMENTExchange and Termination Agreement • August 17th, 2017 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This Exchange and Termination Agreement (this “Agreement”), is entered into as of August 16, 2017 (immediately following the occurrence of the H&E Termination (as defined below)), by and among United Rentals (North America), Inc., a Delaware corporation (“Parent”), Neff Corporation (“Company”), Neff Holdings LLC (“Holdings”), the holders of LLC Options (the “LLC Optionholders”) and Mark Irion (the “Management Representative”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, a “Party.” Any capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Company, and UR Merger Sub III Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.
SECOND LIEN CREDIT AGREEMENT dated as of June 9, 2014 among NEFF HOLDINGS LLC, as Holdings, NEFF LLC, as Parent, NEFF RENTAL LLC, as Borrower, THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and CREDIT...Second Lien Credit Agreement • October 30th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • New York
SECOND LIEN CREDIT AGREEMENT dated as of June 9, 2014 (this “Agreement”), among NEFF RENTAL LLC, a Delaware limited liability company (the “Borrower”), NEFF LLC, a Delaware limited liability company (the “Parent”), NEFF HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article 1), and CREDIT SUISSE AG (“Credit Suisse”), as administrative agent (in such capacity, including any successor thereto in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto in such capacity, the “Collateral Agent”) for the Lenders.
NEFF HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [·], 2014Limited Liability Company Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [·], 2014, is entered into by and among Neff Holdings LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
TAX RECEIVABLE AGREEMENT by and among NEFF CORPORATION WAYZATA OPPORTUNITIES FUND II, L.P. WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P. the several LLC OPTION HOLDERS (as defined herein) MANAGEMENT REPRESENTATIVE (as defined herein) OTHER MEMBERS OF...Tax Receivable Agreement • December 2nd, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 26, 2014, is hereby entered into by and among Neff Corporation, a Delaware corporation (the “Corporation”), Neff Holdings LLC, a Delaware limited liability company (“Neff Holdings”), each of the Members from time to time party hereto, the LLC Option Holders and the Management Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
EXECUTION VERSION #86469808v2 AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT This AMENDMENT NO. 1, dated as of October 14, 2014 (this “Amendment”), is entered into by and among Neff LLC, a Delaware limited liability company (“Parent”), Neff Holdings...Limited Liability Company Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
ContractNeff Corp • October 3rd, 2017 • Services-equipment rental & leasing, nec
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the th day of March, 2007, by and between LYN ACQUISITION CORP., a Delaware corporation (“Merger Sub”), and GRAHAM HOOD, an individual (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [·], 2014 by and among Neff Corporation, a Delaware corporation (the “Corporation”), Wayzata Opportunities Fund II, L.P., a Delaware limited partnership (“Wayzata”), and Wayzata Opportunities Fund Offshore II, L.P., a Cayman Islands limited partnership (“Wayzata Offshore” and, together with Wayzata, the “Wayzata Funds”), and each other Person identified on the Schedule of Investors attached hereto as of the date hereof under the caption “LLC Option Holders” (such other Persons, collectively, the “LLC Option Holders”).
AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • June 4th, 2015 • Neff Corp • Services-equipment rental & leasing, nec
This AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT, dated as of May 27, 2015 (this “Amendment”), is entered into by and among Neff Corporation, a Delaware corporation (the “Corporation”), Neff Holdings LLC, a Delaware limited liability company (“Neff Holdings”), each of the Members (as defined in Section 1 below) as of the date hereof and the Management Representative (as defined in Section 1 below), on behalf of himself and each of the LLC Option Holders (as defined in Section 1 below), and amends that certain Tax Receivable Agreement, dated as of November 26, 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “TRA”), by and among the Corporation, Neff Holdings, the Members, the LLC Option Holders and the Management Representative.
EXECUTION COPY NY 72934447v9 NEFF HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT confidential confidential -ii- NY 72934447v9 6.7 Meetings by Remote Communication 20 6.8 Quorum; Acts of Managers 20 6.9 Organization, Agenda and...Limited Liability Company Agreement • October 30th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT DATED AS OF OCTOBER 1, 2010 as amended and restated as of November 20, 2013 by and among NEFF LLC, as Parent Borrower, NEFF HOLDINGS LLC, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT...Senior Secured Credit Agreement • October 14th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • New York
This AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT is dated as of October 1, 2010 and amended and restated as of November 20, 2013, as may be further amended, restated, supplemented or otherwise modified from time to time, and entered into by and among Neff LLC, a Delaware limited liability company (“Parent Borrower”), Neff Holdings LLC, a Delaware limited liability company (“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, BANK OF AMERICA, N.A. and WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agents, WELLS FARGO CAPITAL FINANCE, LLC, as Syndication Agent, REGIONS BANK, as Documentation Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as lead arranger and book r
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2014 • Neff Corp • 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”).
AGREEMENT AND PLAN OF MERGER by and among UNITED RENTALS (NORTH AMERICA), INC. NEFF CORPORATION, AND UR MERGER SUB III CORPORATIONAgreement and Plan of Merger • August 17th, 2017 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 16, 2017 (this “Agreement”), by and among United Rentals (North America), Inc., a Delaware corporation (“Parent”), Neff Corporation, a Delaware corporation (“Company”), and UR Merger Sub III Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.
EXECUTION VERSION AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2, dated as of October 14, 2014 (this “Amendment”), is entered into by and among Neff LLC, a Delaware limited liability company (“Parent Borrower”), Neff...Joinder Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
AMENDMENT NO. 1 to AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 14th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • New York
AMENDMENT NO. 1, dated as of June 9, 2014 (this “Amendment”) to that certain Amended and Restated Senior Secured Credit Agreement, dated as of October 1, 2010 and as amended and restated as of November 20, 2013 (as amended, modified, restated or amended and restated from time to time prior to the date hereof, the “Credit Agreement”), among Neff LLC, a Delaware limited liability company (“Parent Borrower”), Neff Holdings LLC, a Delaware limited liability company (“Holdings”), the other Credit Parties party thereto, the Lenders party thereto from time to time, Bank of America, N.A., as Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A. and Wells Fargo Capital Finance, LLC as Co-Collateral Agents, Wells Fargo Capital Finance, LLC as Syndication Agent and Regions Bank as Documentation Agent and Merrill Lynch, Pierce, Fenner and Smith Incorporated as Lead Arranger and Book Runner.
NEFF CORPORATION 2014 INCENTIVE AWARD PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 13th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice.
NEFF CORPORATION 2014 INCENTIVE AWARD PLAN FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • November 13th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice.
