Exhibit 4.9


 


EXECUTION COPY


 


PLEDGE
AGREEMENT


 


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).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Indenture dated as of the date hereof (as from time to time
amended, restated, supplemented or otherwise modified, the “Indenture”),
among the Borrowers, NEFF, each of the other Persons named therein as a
Guarantor (as defined in the Indenture) and Wells Fargo Bank, National
Association, as Trustee (as defined in the Indenture), the Borrowers are
co-issuing $245,000,000 aggregate principal amount of their 111/4% Second
Priority Senior Secured Notes Due 2012 and may issue, from time to time,
additional notes in accordance with the provisions of the Indenture
(collectively, the “Notes”):


 


WHEREAS,
each Pledgor is the record and beneficial owner of the shares of Stock listed
in Part A of Schedule I hereto and the owner of the promissory
notes and Instruments listed in Part B of Schedule I hereto;


 


WHEREAS,
each Pledgor will derive direct and indirect economic benefits from the
issuance of the Notes and other financial accommodations provided to the
Borrowers and the other Pledgors pursuant to the Indenture;


 


WHEREAS,
in order to induce the Trustee and Agent to enter into the Note Documents to
which each is a party, each Pledgor has agreed to pledge the Pledged Collateral
to the Agent in accordance herewith;


 


NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter
contained and to induce the Trustee to enter into the Indenture and the other
Note Documents, it is agreed as follows:


 


1.             Definitions. Unless otherwise defined herein, terms defined in the Indenture are
used herein as therein defined, and the following shall have (unless otherwise
provided elsewhere in this Agreement) the following respective meanings (such
meanings being equally applicable to both the singular and plural form of the
terms defined):


 


“Act”
has the meaning specified in Section 8(c).


 

















 


“Chattel
Paper” means any “chattel paper,” as such term is defined in the Code,
including electronic chattel paper, now owned or hereafter acquired by any
Credit Party, wherever located.


 


“Code”
means the Uniform Commercial Code as the same may, from time to time, be
enacted and in effect in the State of New York; provided, that to the
extent that the Code is used to define any term herein or in any Note Document
and such term is defined differently in different Articles of the Code, the
definition of such term contained in Article 9 shall govern; provided further,
that in the event that, by reason of mandatory provisions of law, any or all of
the attachment, perfection or priority of, or remedies with respect to, the
Agent’s or any Secured Party’s Lien on any Collateral is governed by the
Uniform Commercial Code as enacted and in effect in a jurisdiction other than
the State of New York, the term “Code” shall mean the Uniform Commercial Code
as enacted and in effect in such other jurisdiction solely for purposes of the
provisions thereof relating to such attachment, perfection, priority or
remedies and for purposes of definitions related to such provisions.


 


“Commission”
has the meaning specified in Section 8(c).


 


“Credit
Parties” means each Borrower, NEFF, each of their respective Subsidiaries
and each other Person, in each case, who executes or becomes party to this
Agreement as a “Pledgor” or who executes a guarantee of any Secured Obligations
or who grants a Lien on all or part of its assets to secure all or part of the
Secured Obligations.


 


“Designated
Agent” means (a) prior to the discharge of all Priority Lien Obligations,
the ABL Facility Agent, and (b) at any time after the discharge of all Priority
Lien Obligations, the Agent.


 


“Domestic
Person” means any “United States person” under and as defined in Section
7701(a)(30) of the IRC.


 


“Domestic
Subsidiary” with respect to any Person, means each Subsidiary of such
Person that is organized under the laws of a State of the United States of
America or under the laws of the United States of America.


 


“Foreign
Subsidiary” with respect to any Person, means each Subsidiary of such
Person other than a Domestic Subsidiary.


 


“Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, and any agency, department or other entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.


 


“Instruments”
means all “instruments,” as such term is defined in the Code, now owned or
hereafter acquired by any Credit Party, wherever located, and, in any event,
including all certificated securities, all certificates of deposit, and all
promissory notes and other evidences of indebtedness, other than instruments
that constitute, or are a part of a group of writings that constitute, Chattel
Paper.


 


2

















 


“Joinder
Agreement” means a joinder agreement, in substantially the form of Exhibit
A hereto or such other documentation acceptable to the Agent pursuant to which
any Subsidiary of either Borrower becomes a party to this Agreement, the
Security Agreement and the Intercreditor Agreement after the date of this
Agreement.


 


“Non-U.S.
Person” means any Person that is not a Domestic Person.


 


“Pledged
Collateral” has the meaning specified in Section 2.


 


“Pledged
Entity” means an issuer of Pledged Shares or Pledged Indebtedness.


 


“Pledged
Indebtedness” means the Indebtedness evidenced by the promissory notes and
other Instruments listed on Part B of Schedule I hereto.


 


“Pledged
Shares” means those shares evidenced by certificates listed on Part A of
Schedule I hereto.


 


“Secured
Obligations” has the meaning specified in Section 3.


 


“Secured
Parties” means, collectively, the Agent, the Holders and any other holder
of an Obligation arising under the Notes, the Indenture or any other Note
Document.


 


“Security
Agreement” means the Security Agreement of even date herewith entered into
by the Borrowers, NEFF and each other Credit Party that is (or hereafter
becomes) party thereto in favor of the Agent, for the benefit of the Secured
Parties, and any other security agreement entered into after the date hereof by
any Credit Party or any other Person.


 


“Stock”
means all shares, options, warrants, general or limited partnership interests,
membership interests or other equivalents (regardless of how designated) of or
in a corporation, partnership, limited liability company or equivalent entity
whether voting or nonvoting, including common stock, preferred stock or any
other “equity security” (as such term is defined in Rule 3al1-1 of the General
Rules and Regulations promulgated by the SEC under the Exchange Act).


 


“Termination
Date” means the date on which (a)(i) the Notes have been repaid in full,
(ii) there has been a satisfaction and discharge of the Indenture as set forth
under Article 8 of the Indenture or (iii) there has been a Legal Defeasance or
Covenant Defeasance of the Notes as set forth under Article 8 of the Indenture
and (b) all other Obligations under the Notes, the Indenture and the other Note
Documents (other than contingent indemnification Obligations to the extent no
claim has been asserted) have been completely discharged.


 


“Voting
Stock” means, as to any issuer, the issued and outstanding shares of each
class of Stock of such issuer entitled to vote (within the meaning of Treasury
Regulations § 1.956-2(c)(2)).


 


2.             Pledge. Each Pledgor hereby pledges to the Agent for the benefit of the
Secured Parties, and grants to the Agent for the benefit of the Secured
Parties, a security interest in all of the following (collectively, the “Pledged
Collateral”):


 


3

















 


(a)           the Pledged Shares and the certificates
representing the Pledged Shares, and all dividends, distributions, cash,
Instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Shares; and


 


(b)           such portion, as determined by the Agent as
provided in Section 6(d) below, of any additional shares of stock of a Pledged
Entity from time to time acquired by each Pledgor in any manner (which shares
shall be deemed to be part of the Pledged Shares), and the certificates representing
such additional shares, and all dividends, distributions, cash, Instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such Stock; and


 


(c)           the Pledged Indebtedness and the promissory
notes or Instruments evidencing the Pledged Indebtedness, and all interest,
cash, Instruments and other property and assets from time to time received,
receivable or otherwise distributed in respect of the Pledged Indebtedness; and


 


(d)           all additional Indebtedness arising after the
date hereof and owing to each Pledgor and evidenced by promissory notes or
other Instruments, together with such promissory notes and Instruments, and all
interest, cash, Instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of that Pledged
Indebtedness.


 


3.             Security for Obligations. This Agreement secures, and the Pledged
Collateral is security for, the prompt payment in full when due, whether at
stated maturity, by acceleration or otherwise, and performance of all
Obligations of any kind under or in connection with the Notes, the Indenture
and the other Note Documents and all obligations of each Pledgor now or
hereafter existing under this Agreement including, without limitation, all
fees, costs and expenses whether in connection with collection actions
hereunder or otherwise (collectively, the “Secured Obligations”).


 


4.             Delivery of Pledged Collateral. All certificates and all promissory notes
and Instruments evidencing the Pledged Collateral shall be delivered to and
held by the Designated Agent on behalf of the Agent, for the benefit of the
Agent and the Secured Parties, pursuant hereto. All Pledged Shares shall be
accompanied by duly executed stock powers or other Instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Designated
Agent and all promissory notes or other Instruments evidencing the Pledged
Indebtedness shall be endorsed by the applicable Pledgor or accompanied by a
duly executed instrument of transfer or assignment in blank.


 


5.             Representations and Warranties. Each Pledgor represents and warrants to the
Agent that:


 


(a)           Each Pledgor is, and at the time of delivery of the Pledged Shares to
the Designated Agent will be, the sole holder of record and the sole beneficial
owner of such Pledged Collateral pledged by each Pledgor free and clear of any
Lien thereon or affecting the title thereto, except for any Lien created by
this Agreement or the Security Agreement, subject to the Intercreditor
Agreement, the Priority Liens, and the other Permitted Liens; each Pledgor is
and at the time of delivery of the Pledged Indebtedness to the Designated Agent
will be, the sole owner of such Pledged Collateral free and clear of any Lien
thereon or affecting title thereto,


 


4

















 


except
for (i) any Lien created by this Agreement, (ii) subject to the Intercreditor
Agreement, the Priority Liens, and (iii) the other Permitted Liens;


 


(b)           All of the Pledged Shares have been duly
authorized, validly issued and are fully paid and non-assessable; the Pledged
Indebtedness has been duly authorized, authenticated or issued and delivered
by, and is the legal, valid and binding obligations of, the Pledged Entities, and
no such Pledged Entity is in default thereunder;


 


(c)           Each Pledgor has the right and requisite
corporate power and authority to pledge, assign, transfer, deliver, deposit and
set over the Pledged Collateral pledged by such Pledgor to the Agent (or, as
applicable, to the Designated Agent, acting as agent of the Agent for purposes of
perfection pursuant to the terms of the Intercreditor Agreement) as provided
herein;


 


(d)           None of the Pledged Shares or Pledged
Indebtedness has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to
which such issuance or transfer may be subject;


 


(e)           All of the Pledged Shares are presently owned
by each Pledgor, and are presently represented by the certificates listed on Part
A of Schedule I hereto. As of the date hereof, there are no existing
options, warrants, calls or commitments of any character whatsoever relating to
the Pledged Shares;


 


(f)            No consent, approval, authorization or other
order or other action by, and no notice to or filing with, any Governmental
Authority or any other Person is required (i) for the pledge by any Pledgor of
the Pledged Collateral pursuant to this Agreement or for the execution, delivery
or performance of this Agreement by any Pledgor, or (ii) for the exercise by
the Agent of the voting or other rights provided for in this Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Agreement,
except as may be required in connection with such disposition by laws affecting
the offering and sale of securities generally;


 


(g)           The pledge, assignment and delivery of the
Pledged Collateral pursuant to this Agreement will create a valid second
priority Lien on and a second priority perfected security interest in favor of
the Agent for the benefit of the Agent and the Secured Parties in the Pledged Collateral
and the proceeds thereof, securing the payment of the Secured Obligations,
subject to no other Lien other than Permitted Liens and subject to the
Intercreditor Agreement, the Priority Liens;


 


(h)           This Agreement has been duly authorized,
executed and delivered by each Pledgor and constitutes a legal, valid and
binding obligation of each Pledgor enforceable against each Pledgor in
accordance with its terms;


 


(i)            The Pledged Shares constitute:


 


(i)
100% of the issued and outstanding shares of Stock of each Pledged Entity that
is a Domestic Subsidiary of a Pledgor; and


 


(ii)
65% of the issued and outstanding shares of Voting Stock of each Pledged Entity
and 100% of non-Voting Stock that is a Foreign Subsidiary of a Pledgor.


 


5

















 


(j)            Except as disclosed on Part B of Schedule I,
none of the Pledged Indebtedness is subordinated in right of payment to other
Indebtedness (except for the Secured Obligations) or subject to the terms of an
indenture.


 


The
representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Agreement.


 


6.             Covenants. Each Pledgor covenants and agrees that until the Termination Date:


 


(a)           Without the prior written consent of the
Agent, such Pledgor will not sell, assign, transfer, pledge, or otherwise
encumber any of its rights in or to the Pledged Collateral, or any unpaid
dividends, interest or other distributions or payments with respect to the
Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise
expressly permitted by the Indenture;


 


(b)           Each Pledgor will, at its expense, promptly
execute, acknowledge and deliver all such Instruments and take all such actions
as the Agent from time to time may reasonably request in order to ensure to the
Agent and the Secured Parties the benefits of the Liens in and to the Pledged
Collateral intended to be created by this Agreement, including (i) as
necessary, the delivery, pursuant to the terms of the Intercreditor Agreement,
of such Instruments to the ABL Facility Agent, acting as agent of the Agent for
purposes of perfection, and (ii) the filing of any necessary Code financing
statements, which may be filed by the Agent with or (to the extent permitted by
law) without the signature of each Pledgor, and will cooperate with the Agent,
at such Pledgor’s expense, in obtaining all necessary approvals and making all
necessary filings under federal, state, local or foreign law in connection with
such Liens or any sale or transfer of the Pledged Collateral;


 


(c)           Each Pledgor has and will defend the title to
the Pledged Collateral and the Liens of the Agent in the Pledged Collateral
against the claim of any Person and will maintain and preserve such Liens; and


 


(d)           Each Pledgor will, upon obtaining ownership
of any additional Stock or promissory notes or Instruments of a Pledged Entity
or Stock or promissory notes or Instruments otherwise required to be pledged to
the Agent pursuant to any of the Loan Documents, which Stock, notes or
Instruments are not already Pledged Collateral, promptly (and in any event
within three (3) Business Days) deliver to the Agent a Pledge Amendment, duly
executed by such Pledgor, in substantially the form of Schedule II hereto (a “Pledge
Amendment”) in respect of any such additional Stock, notes or Instruments,
pursuant to which such Pledgor shall pledge to the Agent all of such additional
Stock, notes and Instruments. Each Pledgor hereby authorizes the Agent to
attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares
and Pledged Indebtedness listed on any Pledge Amendment delivered to the Agent
shall for all purposes hereunder be considered Pledged Collateral.


 


7.             Pledgor’s Rights. As long as no Default or Event of Default
shall have occurred and be continuing and until written notice shall be given
to the Pledgors in accordance with Section 8(a) hereof:


 


6

















 


(a)           Each Pledgor shall have the right, from time
to time, to vote and give consents with respect to the Pledged Collateral, or
any part thereof for all purposes not inconsistent with the provisions of this
Agreement, the Indenture or any other Note Document; provided, however,
that no vote shall be cast, and no consent shall be given or action taken,
which would have the effect of impairing the position or interest of the Agent
or any other Secured Party in respect of the Pledged Collateral or which would
authorize, effect or consent to (unless and to the extent expressly permitted
by the Indenture):


 


(i)            the dissolution or liquidation, in whole or
in part, of a Pledged Entity;


 


(ii)           the consolidation or merger of a Pledged
Entity with any other Person;


 


(iii)          the sale, disposition or encumbrance of all
or substantially all of the assets of a Pledged Entity, except for (A) Liens in
favor of the Agent for the benefit of the Secured Parties, (B) subject to the
Intercreditor Agreement, the Priority Liens and (C) the other Permitted Liens;


 


(iv)          any change in the authorized number of
shares, the stated capital or the authorized share capital of a Pledged Entity
or the issuance of any additional shares of its Stock; or


 


(v)           the alteration of the voting rights with
respect to the Stock of a Pledged Entity; and


 


(b)           (i)            Each Pledgor shall be entitled, from time to
time, to collect and receive for its own use all cash dividends and interest
paid in respect of the Pledged Shares and Pledged Indebtedness to the extent
not in violation of the Indenture other than any and all: (A) dividends and
interest paid or payable other than in cash in respect of any Pledged
Collateral, and Instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any Pledged
Collateral; (B) dividends and other distributions paid or payable in cash in
respect of any Pledged Shares in connection with a partial or total liquidation
or dissolution or in connection with a reduction of capital, capital surplus or
paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise
distributed, in respect of principal of, or in redemption of, or in exchange
for, any Pledged Collateral; provided, however, that until actually
paid all rights to such distributions shall remain subject to the Lien created
by this Agreement; and


 


(ii)           upon the occurrence and during the
continuance of an Event of Default, all dividends and interest (other than such
cash dividends and interest as are permitted to be paid to each Pledgor in
accordance with clause (i) above) and all other distributions in respect of any
of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be
delivered to the Designated Agent to hold as Pledged Collateral and shall, if
received by any Pledgor, be received in trust for the benefit of the Agent, be
segregated from the other property or funds of such Pledgor, and be forthwith
delivered to the Designated Agent as Pledged Collateral in the same form as so
received (with any necessary indorsement).


 


7

















 


8.            Defaults and Remedies; Proxy.


 


(a) Subject to the Intercreditor Agreement
and the rights of the Credit Agreement Agent and the Priority Lien Collateral
Agent (each as defined in the Intercreditor Agreement) thereunder, upon the
occurrence of an Event of Default and during the continuation of such Event of
Default and concurrently with written notice to each Pledgor, the Agent
(personally or through an agent, bailee or designee) is hereby authorized and
empowered to transfer and register in its name or in the name of its nominee
the whole or any part of the Pledged Collateral, to exchange certificates or
Instruments representing or evidencing Pledged Collateral for certificates or
Instruments of smaller or larger denominations, to exercise the voting and all
other rights as a holder with respect thereto, to collect and receive all cash
dividends, interest, principal and other distributions made thereon, to sell in
one or more sales after ten (10) days’ notice of the time and place of any
public sale or of the time at which a private sale is to take place (which
notice each Pledgor agrees is commercially reasonable) the whole or any part of
the Pledged Collateral and to otherwise act with respect to the Pledged
Collateral as though the Agent was the outright owner thereof. Any sale shall
be made at a public or private sale at the Agent’s place of business, or at any
place to be named in the notice of sale, either for cash or upon credit or for
future delivery at such price as the Agent may deem fair, and the Agent may be
the purchaser of the whole or any part of the Pledged Collateral so sold and
hold the same thereafter in its own right free from any claim of any Pledgor or
any right of redemption. Each sale shall be made to the highest bidder, but the
Agent reserves the right to reject any and all bids at such sale which, in its
discretion, it shall deem inadequate. Demands of performance, except as
otherwise herein specifically provided for, notices of sale, advertisements and
the presence of property at sale are hereby waived and any sale hereunder may
be conducted by an auctioneer or any officer or agent of the Agent. EACH
PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS, THE AGENT AS THE PROXY AND
ATTORNEY-IN-FACT OF EACH PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL,
INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES AS PROVIDED HEREIN, WITH FULL
POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF THE AGENT AS PROXY AND
ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE
TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE
APPOINTMENT OF THE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT
TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER
OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING
WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND
VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND
WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED
SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE
ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING
THE FOREGOING, THE AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR
TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR
ANY DELAY IN DOING SO.


 


8

















 


(b)           Subject to the Intercreditor Agreement and
the rights of the Credit Agreement Agent and the Priority Lien Collateral Agent
(each as defined in the Intercreditor Agreement) thereunder, if, at the
original time or times appointed for the sale of the whole or any part of the Pledged
Collateral, the highest bid, if there be but one sale, shall be inadequate to
discharge in full all the Secured Obligations, or if the Pledged Collateral be
offered for sale in lots, if at any of such sales, the highest bid for the lot
offered for sale would indicate to the Agent, in its discretion, that the
proceeds of the sales of the whole of the Pledged Collateral would be unlikely to
be sufficient to discharge all the Secured Obligations, the Agent may, on one
or more occasions and in its discretion, postpone any of said sales by public
announcement at the time of sale or the time of previous postponement of sale,
and no other notice of such postponement or postponements of sale need be
given, any other notice being hereby waived; provided, however, that
any sale or sales made after such postponement shall be after ten (10) days’
notice to the Pledgors.


 


(c)           Subject to the Intercreditor Agreement and
the rights of the Credit Agreement Agent and the Priority Lien Collateral Agent
(each as defined in the Intercreditor Agreement) thereunder, each Pledgor
agrees to the maximum extent permitted by applicable law that following the
occurrence and during the continuance of an Event of Default it will not at any
time plead, claim or take the benefit of any appraisal, valuation, stay,
extension, moratorium or redemption law now or hereafter in force in order to
prevent or delay the enforcement of this Agreement, or the absolute sale of the
whole or any part of the Pledged Collateral or the possession thereof by any
purchaser at any sale hereunder, and each Pledgor waives the benefit of all
such laws to the extent it lawfully may do so. Each Pledgor agrees that it will
not interfere with any right, power and remedy of the Agent provided for in
this Agreement or now or hereafter existing at law or in equity or by statute
or otherwise, or the exercise or beginning of the exercise by the Agent of any
one or more of such rights, powers or remedies. No failure or delay on the part
of the Agent to exercise any such right, power or remedy and no notice or demand
which may be given to or made upon each Pledgor by the Agent with respect to
any such remedies shall operate as a waiver thereof, or limit or impair the
Agent’s right to take any action or to exercise any power or remedy hereunder,
without notice or demand, or prejudice its rights as against each Pledgor in
any respect.


 


(d)           Each Pledgor further agrees that a breach of
any of the covenants contained in this Section 8 will cause irreparable injury
to the Agent, that the Agent shall have no adequate remedy at law in respect of
such breach and, as a consequence, agrees that each and every covenant
contained in this Section 8 shall be specifically enforceable against each
Pledgor, and each Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that the Secured Obligations are not then due and payable in accordance
with the agreements and Instruments governing and evidencing such obligations.


 


9.             Waiver. No delay on the Agent’s part in exercising any power of sale, Lien,
option or other right hereunder, and no notice or demand which may be given to
or made upon each Pledgor by the Agent with respect to any power of sale, Lien,
option or other right hereunder, shall constitute a waiver thereof, or limit or
impair the Agent’s right to take any action or to exercise any power of sale,
Lien, option, or any other right hereunder, without notice or demand, or
prejudice the Agent’s rights as against each Pledgor in any respect.


 


9

















 


10.           Assignment. Subject to the Intercreditor Agreement and the rights of the Credit Agreement
Agent and the Priority Lien Collateral Agent (each as defined in the
Intercreditor Agreement) thereunder, the Agent may assign, indorse or transfer
any Instrument evidencing all or any part of the Secured Obligations as
provided in, and in accordance with, the Indenture, and the holder of such
Instrument shall be entitled to the benefits of this Agreement.


 


11.           Termination. Immediately following the Termination Date, the Agent shall deliver
to each Pledgor the Pledged Collateral in its possession pledged by each Pledgor
at the time subject to this Agreement and all instruments of assignment
executed in connection therewith, free and clear of the Liens hereof and,
except as otherwise provided herein, all of each Pledgor’s obligations
hereunder shall at such time terminate.


 


12.           Lien Absolute. All rights of the Agent hereunder, and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of:


 


(a)           any lack of validity or enforceability of the
Notes, the Indenture, any other Note Document or any other agreement or
Instrument governing or evidencing any Secured Obligations;


 


(b)           any change in the time, manner or place of
payment of, or in any other term of, all or any part of the Secured
Obligations, or any other amendment or waiver of or any consent to any
departure from the Notes, the Indenture, any other Note Document or any other
agreement or Instrument governing or evidencing any Secured Obligations;


 


(c)           any exchange, release or non-perfection of
any other Collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Secured Obligations;


 


(d)           the insolvency of any Credit Party; or


 


(e)           any other circumstance which might otherwise
constitute a defense available to, or a discharge of, any Pledgor.


 


13.           Release. Each Pledgor consents and agrees that the Agent may at any time, or
from time to time, in its discretion:


 


(a)           renew, extend or change the time of payment,
and/or the manner, place or terms of payment of all or any part of the Secured
Obligations; and


 


(b)           exchange, release and/or surrender all or any
of the Collateral (including the Pledged Collateral), or any part thereof, by
whomsoever deposited, which is now or may hereafter be held by the Agent in
connection with all or any of the Secured Obligations; all in such manner and
upon such terms as the Agent may reasonably deem necessary or appropriate, and
unless an Event of Default shall have occurred and is continuing, upon notice
to the Pledgors but without further assent from any Pledgor, it being hereby
agreed that each Pledgor shall be and remain bound upon this Agreement,
irrespective of the value or condition of any of the Collateral, and
notwithstanding any such change, exchange, settlement, compromise, surrender, release,
renewal or extension, and notwithstanding also that the Secured Obligations
may, at any


 


10

















 


time,
exceed the aggregate principal amount thereof set forth in the Indenture, or
any other agreement governing any Secured Obligations; provided, however,
the Agent’s failure to provide such notice shall not preclude the Agent from
taking any action set forth in this clause (b). Each Pledgor hereby waives
notice of acceptance of this Agreement, and also presentment, demand, protest
and notice of dishonor of any and all of the Secured Obligations, and
promptness in commencing suit against any party hereto or liable hereon, and in
giving any notice to or of making any claim or demand hereunder upon each Pledgor.
No act or omission of any kind on the Agent’s part shall in any event affect or
impair this Agreement.


 


14.           Reinstatement. This Agreement shall remain in full force
and effect and continue to be effective should any petition be filed by or
against any Pledgor or any Pledged Entity for liquidation or reorganization,
should each Pledgor or any Pledged Entity become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of any Pledgor’s or any Pledged
Entity’s assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Secured Obligations,
or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount,
or must otherwise be restored or returned by any obligee of the Secured
Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Secured Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.


 


15.           Miscellaneous.


 


(a)           The Agent may execute any of its duties
hereunder by or through agents or employees and shall be entitled to advice of
counsel concerning all matters pertaining to its duties hereunder.


 


(b)           Each Pledgor agrees to promptly reimburse the
Agent for actual out-of-pocket expenses, including, without limitation,
reasonable counsel fees, incurred by the Agent in connection with the
administration and enforcement of this Agreement.


 


(c)           Neither the Agent, nor any of its respective
officers, directors, employees, agents or counsel shall be liable for any
action lawfully taken or omitted to be taken by it or them hereunder or in
connection herewith, except for its or their own gross negligence or willful misconduct
as finally determined by a court of competent jurisdiction.


 


(d)           THIS AGREEMENT SHALL BE BINDING UPON EACH
PLEDGOR AND ITS SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF
OF EACH PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE
AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT
IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND EACH PLEDGOR.


 


11

















 


16.           Severability. If for any reason any provision or
provisions hereof are determined to be invalid and contrary to any existing or
future law, such invalidity shall not impair the operation of or effect those
portions of this Agreement which are valid.


 


17.           Notices. Except as otherwise provided herein, whenever it is provided herein
that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any
other party, or whenever any of the parties desires to give and serve upon any
other party any communication with respect to this Agreement, each such notice,
demand, request, consent, approval, declaration or other communication shall be
in writing and shall be given in the manner, and deemed received, as provided
for in the Indenture.


 


18.           Section Titles. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.


 


19.           Counterparts. This Agreement may be executed in any
number of counterparts, which shall, collectively and separately, constitute
one agreement.


 


20.           Benefit of the Secured Parties. All security interests granted or
contemplated hereby shall be for the benefit of the Secured Parties, and all
proceeds or payments realized from the Pledged Collateral in accordance
herewith shall be applied to the Secured Obligations in accordance with the
terms of the Indenture and the Intercreditor Agreement.


 


21.           Authorization. Each Pledgor hereby irrevocably authorizes
the Agent at any time and from time to time to file in any filing office in any
Uniform Commercial Code jurisdiction any initial financing statements and
amendments thereto that (a) indicate the Pledged Collateral (i) as all assets
of such Pledgor or words of similar effect, regardless of whether any
particular asset comprised in the Pledged Collateral falls within the scope of
Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or
lesser scope or with greater detail and (b) contain any other information
required by part 5 of Article 9 of the Code for the sufficiency or filing
office acceptance of any financing statement or amendment, including whether
such Pledgor is an organization, the type of organization and any organization
identification number issued to such Pledgor. Each Pledgor also ratifies its
authorization for the Agent to have filed in any Uniform Commercial Code
jurisdiction any initial financing statements or amendments thereto if filed prior
to the date hereof.


 


22.           Additional Pledgors. If, pursuant to Section 4.18 of the
Indenture (but subject to Section 10.01(b) of the Indenture), the Borrowers
shall be required to cause any Subsidiary that is not a Pledgor to become a
Pledgor hereunder, such Subsidiary shall execute and deliver to the Agent a Joinder
Agreement substantially in the form of Exhibit A to this Agreement and shall
thereafter for all purposes be a party hereto and have the same rights,
benefits and obligations as a Pledgor party hereto on the date of this
Agreement.


 


23.           Additional Rights of Agent. The Agent shall be entitled to all of the
rights, protections, immunities and indemnities of the Trustee set forth in the
Indenture.


 


12

















 


24.           INTERCREDITOR AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE PLEDGE AND GRANT TO WELLS FARGO BANK, NATIONAL ASSOCIATION, AS
AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND
THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT AND THE OTHER SECURED PARTIES
HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE
EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT SHALL CONTROL.


 


13

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be
duly executed as of the date first written above.


 


	
   

  	
  NEFF RENTAL LLC,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Mark Irion

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Irion

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEFF FINANCE CORP.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Mark Irion

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Irion

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Mark Irion

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Irion

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be
duly executed as of the date first written above.


 


	
   

  	
  NEFF RENTAL LLC,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEFF FINANCE CORP.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Joseph P. O’Donnell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph P. O’Donnell

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 

















 


SCHEDULE I


 


PART A


 


PLEDGED
SHARES


 


	
  Pledgor

  	
   

  	
  Pledged Entity

  	
   

  	
  Class

  of Stock

  	
   

  	
  Stock Certificate

  Number(s)

  	
   

  	
  Number

  of Shares

  	
   

  	
  Percentage of

  Outstanding Shares

  
	
  Neff Rental LLC

  	
   

  	
  Neff Rental, Inc.

  	
   

  	
  Common

  	
   

  	
  5

  	
   

  	
  90

  	
   

  	
  100%

  
	
  Neff Rental LLC

  	
   

  	
  Neff Finance Corp.

  	
   

  	
  Common

  	
   

  	
  [   ]

  	
   

  	
  100

  	
   

  	
  100%

  



 


PART B


 


PLEDGED
INDEBTEDNESS


 


None


 

















 


SCHEDULE II


 


PLEDGE
AMENDMENT


 


This
Pledge Amendment
dated                         ,     is
delivered pursuant to Section 6(d) of the Pledge Agreement referred to below.
All defined terms herein shall have the meanings ascribed thereto or
incorporated by reference in the Pledge Agreement. The undersigned hereby
certifies that the representations and warranties in Section 5 of the Pledge
Agreement are and continue to be true and correct, both as to the promissory
notes, Instruments and shares pledged prior to this Pledge Amendment and as to
the promissory notes, Instruments and shares pledged pursuant to this Pledge
Amendment. The undersigned further agrees that this Pledge Amendment may be
attached to the Pledge Agreement dated as of July 8, 2005, by and among Neff
Rental LLC, Neff Finance Corp., Neff Rental, Inc. and each other Person that
becomes party thereto as a pledgor, and Wells Fargo Bank, National Association,
as the Agent (the “Pledge Agreement”) and that the Pledged Shares and
Pledged Indebtedness listed on this Pledge Amendment shall be and become a part
of the Pledged Collateral referred to in said Pledge Agreement and shall secure
all Secured Obligations referred to in said Pledge Agreement. The undersigned
Pledgor acknowledges and agrees that any promissory notes, Instruments or
shares not included in the Pledged Collateral at the discretion of the Agent
may not otherwise be pledged by Pledgor to any other Person or otherwise used
as security for any obligations other than the Secured Obligations.


 


	
   

  	
  [                                   ],

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


	
  Pledgor

  	
   

  	
  Pledged Entity

  	
   

  	
  Class

  of Stock

  	
   

  	
  Certificate

  Number(s)

  	
   

  	
  Number

  of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Pledgor

  	
   

  	
  Description of

  Pledged

  Indebtedness

  	
   

  	
  Initial

  Principal Amount

  	
   

  	
  Issue Date

  	
   

  	
  Maturity

  Date

  	
   

  	
  Interest

  Rage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


EXHIBIT A


 


FORM OF
JOINDER AGREEMENT


 


JOINDER AGREEMENT (this “Agreement”)
dated as of
                ,
20      is by and among                     ,
a               
[corporation][limited liability company] (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).


 


Pursuant to the Indenture dated as of July 8,
2005 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Indenture”), 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”),
each of the other Persons named therein as a Guarantor (as defined in the
Indenture), and Wells Fargo Bank, National Association, as Trustee, and the
Pledge Agreement dated as of July 8, 2005 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Pledge
Agreement”; capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Pledge Agreement) the
Credit Parties are required by Section 4.18 of the Indenture and Section 22 of
the Pledge Agreement to cause the new Subsidiary (“New Subsidiary”) to
become a Credit Party thereunder. Accordingly, the New Subsidiary hereby agrees
as follows with the Agent, for the benefit of the Secured Parties, that:


 


1.             The New Subsidiary hereby acknowledges,
agrees and confirms that, by its execution of this Agreement, the New
Subsidiary will be deemed to be a party to the Indenture for all purposes of
the Indenture and the other Note Documents, and shall have all of the obligations
of a Credit Party thereunder as if it had executed the Indenture. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions applicable to the Credit Parties in
the Indenture and the other Note Documents.


 


2.             The New Subsidiary hereby acknowledges,
agrees and confirms that, by its execution of this Agreement, the New
Subsidiary will be deemed to be a party to the Security Agreement as a Grantor
(as defined in the Security Agreement) for all purposes of the Security Agreement
and the other Note Documents, and shall have all the obligations of a Grantor thereunder
as if it had executed the Security Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Security Agreement. Without limiting
generality of the foregoing terms of this paragraph 2, the New Subsidiary
hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers
to Agent, for the benefit of the Secured Parties, a Lien upon all of its right,
title and interest in, to and under all of the Collateral (as defined in the
Security Agreement) of such New Subsidiary, whether owned or consigned by or
to, or leased from or to, such New Subsidiary, and regardless of where located,
to secure the prompt payment and performance in full when due, whether by lapse
of time, acceleration, mandatory prepayment or otherwise, of the Note
Obligations (as defined in the Security Agreement).


 


3.             The New Subsidiary hereby acknowledges,
agrees and confirms that, by its execution of this Agreement, the New
Subsidiary will be deemed to be a party to the Pledge Agreement and a Pledgor
for all purposes of the Pledge Agreement and the other Note Documents, and
shall have all the obligations of a Pledgor thereunder as if it had executed
the


 

















 


Pledge Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions contained in the Pledge Agreement.
Without limiting generality of the foregoing terms of this paragraph 3, the New
Subsidiary hereby grants and pledges to Agent, for the benefit of the Secured
Parties, a second priority security interest in the Pledged Collateral of the
New Subsidiary identified on Schedule 1 hereto and all other Pledged Collateral
of the New Subsidiary to secure the prompt payment and performance in full when
due, whether by lapse of time, acceleration, mandatory prepayment or otherwise,
of the Secured Obligations.


 


4.             The Subsidiary hereby represents and warrants
to the Agent that:


 


(a)           The New Subsidiary’s official name, type of entity and state of
organization or incorporation are as set forth on the signature pages hereto.


 


(b)           The New Subsidiary’s chief executive office and principal place of
business and other offices are located at the locations set forth on Schedule 2
hereto.


 


(c)           Other than as set forth on Schedule 3 hereto, the New Subsidiary has
not changed its official name or changed its state of organization or
incorporation, been party to a merger, consolidation or other change in
structure or used any tradename in the prior five years.


 


(d)           Schedule 4 hereto includes all warehouses, consignees and processors
with whom Inventory is stored or located and other premises where Collateral is
stored or located.


 


(e)           Schedule 5 hereto includes all the locations of the New Subsidiary’s
books and records concerning the Collateral.


 


(f)            Schedule 6 hereto includes a list of Persons
from whom the New Subsidiary has acquired assets during the past five (5)
years, other than assets acquired in the ordinary course of the New Subsidiary’s
business.


 


(g)           Schedule 7 hereto includes all Patents, Trademarks and Copyrights (each
as defined in the Security Agreement) owned by or licensed to the New
Subsidiary in its own name, or to which the New Subsidiary is a party, as of
the date hereof, that is used in or necessary for the conduct of its business
as currently conducted that is material to the condition (financial or
otherwise).


 


(h)           Schedule 8 hereto includes all Commercial Tort Claims (as defined in
the Security Agreement) before any Governmental Authority by or in favor of the
New Subsidiary.


 


(i)            Schedule 9 hereto lists all Real Estate (as
defined in the Security Agreement) that is owned, leased or subleased by the
New Subsidiary as of the date hereof. Schedule


 


2