punctuation">



Exhibit 4.6


 




 


 


Registration Rights
Agreement


 


Dated as of June 3,
2005


 


By and Among


 


NEFF CORP.

as Company,


 


the GUARANTORS named
herein


 


and


 


the PURCHASERS named
herein


 


13% Senior Subordinated
Notes due 2013







 


 





 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Securities Subject to this
  Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Demand Registration

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Exchange Offer

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Registration Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Rule 144

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous

  	
   

  



 


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REGISTRATION RIGHTS AGREEMENT


 


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.


 


This Agreement is
entered into in connection with the Purchase Agreement, dated as of June 3,
2005, by and among the Issuers and the Purchasers (the “Purchase Agreement”),
relating to the offering of $80,000,000 aggregate principal amount of the
Company’s 13% Senior Subordinated Notes due 2013 (including the guarantees
thereof by the Guarantors, the “Notes”). The execution and delivery of
this Agreement is a condition to the Purchasers’ obligation to purchase the
Notes under the Purchase Agreement.


 


The parties hereby
agree as follows:


 


1.             Definitions. As used in this Agreement,
the following capitalized terms shall have the following meanings:


 


Demand
Registration: See Section 3(a) hereof.


 


Disadvantageous
Condition: See Section 5(a) hereof.


 


Exchange Act:
The Securities Exchange Act of 1934, as amended.


 


Exchange Notes:
See Section 4 hereof.


 


Guarantors:
Neff Rental, Inc. and each other Person who executes and delivers a
counterpart of this Agreement hereafter pursuant to Section 9(e) hereof.


 


Indemnified
Parties: See Section 7(a) hereof.


 


Indenture:
The Indenture, dated as of June 3, 2005, by and among the Issuers and
Wells Fargo Bank, National Association, as trustee, pursuant to which the Notes
are being issued, as amended or supplemented from time to time in accordance
with the terms thereof.


 


Issuers:
See the introductory paragraph hereto.


 


NASD:
National Association of Securities Dealers, Inc.


 


Notes:
See the second introductory paragraph hereto.


 





















 


Person:
An individual partnership, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof.


 


Prospectus:
The prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.


 


Registrable
Securities: All Notes; provided
that a Note ceases to be a Registrable Security when it is no longer
a Transfer Restricted Security.


 


Rule 144:
Rule 144 promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.


 


Registered
Exchange Offer: See Section 4 hereof.


 


Registration
Expenses: See Section 6 hereof.


 


Registration
Statement: Any registration statement of the Issuers which
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.


 


SEC:
The Securities and Exchange Commission.


 


Securities Act:
The Securities Act of 1933, as amended.


 


Transfer
Restricted Security: Registrable Securities upon original issuance
thereof; provided that a
Registrable Security is no longer a Transfer Restricted Security when such
Registrable Security is (x) sold to the public, (y) can be resold pursuant to Rule 144(k)
or (z) exchanged for an Exchange Note (unless such Exchange Note may not be
sold without restriction under state and federal securities laws).


 


Trigger Date:
The earliest of (x) the date that is six months following the consummation by
the Company of an initial public offering of its common stock under the Securities


 


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Act, (y) the date
that a Registered Exchange Offer is consummated and (z) the date that is three
years following the date hereof.


 


Underwritten
Registration or Underwritten Offering: A registration
in which securities of the Company are sold to an underwriter for reoffering to
the public.


 


2.             Securities Subject to
this Agreement.


 


(a)           Registrable Securities. The
securities entitled to the benefits of this Agreement are the Registrable
Securities.


 


(b)           Holders of Registrable Securities.
A Person is deemed to be a holder of Registrable Securities whenever such
Person owns Registrable Securities of record or has provided evidence
reasonably satisfactory to the Company that such Person has the right to acquire
such Registrable Securities, whether or not such acquisition has actually been
effected and disregarding any legal restrictions upon the exercise of such
right.


 


3.             Demand Registration.


 


(a)           At any time after the Trigger Date,
the holder or holders of outstanding Registrable Securities may make a written
request to the Company for registration under the Securities Act (“Demand
Registration”) of all or part of its or their Registrable Securities but not
less than $15.0 million of the aggregate amount of the Registrable Securities
held by such requesting holders; provided that the Issuers shall not be
obligated to effect more than four Demand Registrations in respect of the
Registrable Securities. Such request will specify the number of Registrable Securities
proposed to be sold and will also specify the intended method of disposition
thereof. Within 10 business days after receipt of such request, the Issuers
will give written notice of such registration request to all other holders of
Registrable Securities and include in such registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein from the holders thereof within 15 business days after
receipt by the applicable holder of the Company’s notice. Each such request
will also specify the aggregate number of Registrable Securities to be
registered and the intended method of disposition thereof.


 


(b)           A registration will not count as a
Demand Registration until the registration statement relating thereto has
become effective under the Securities Act and has remained effective for a
period of at least 180 days (or such shorter period in which all Registrable
Securities of the holder included in such registration have actually been sold
thereunder). No securities other than Registrable Securities shall be
registered without the consent of holders of a majority of the Registrable
Securities requesting registration. For the avoidance of doubt, in the event
that the Company registers any class of debt or preferred stock prior to the
completion of an offering pursuant to a Demand Registration then such Demand


 


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Registration will not
count as a Demand Registration if such Demand Registration is withdrawn at the
request of the holders of Registrable Securities that requested such Demand
Registration.


 


(c)           If any Demand Registration is in the
form of an Underwritten Offering, the holders of a majority of the aggregate
number of the outstanding Registrable Securities shall designate the
underwriter or a group of underwriters to be utilized in connection with the
public offering of such Registrable Securities, which selection shall be
reasonably acceptable to the Company.


 


4.             Exchange Offer. If the Company files a
registration statement under the Securities Act with respect to an exchange
offer by the Company of any debt securities for its own account or for the
account of any of its security holders (a “Registered Exchange Offer”),
then the Company shall include all outstanding Registrable Securities in such
Registered Exchange Offer, whereby all Registrable Securities shall be
exchanged for a like principal amount of notes (including guarantees with
respect thereto) (“Exchange Notes”) that are identical in all material
respects to the Notes (except that the Exchange Notes shall bear no restrictive
legend thereon).


 


5.             Registration Procedures. In
connection with the Issuers’ Demand Registration obligations set forth in Section 3
hereof, the Issuers will use their reasonable best efforts to effect such
registration to permit the sale of such Registrable Securities in accordance with
the intended method or methods of distribution thereof, and pursuant thereto
the Issuers will, as expeditiously as possible:


 


(a)           prepare and file with the SEC, within
45 days of the receipt of such request (90 days if the Company is not at the
time subject to the reporting requirements of the Exchange Act), a Registration
Statement or Registration Statements relating to the Demand Registration on any
appropriate form under the Securities Act, which form shall be available for
the sale of the Registrable Securities in accordance with the intended method
or methods of distribution thereof and shall include all financial statements
(including, if applicable, financial statements of any Person that shall have
guaranteed any indebtedness of the Issuers) required by the SEC to be filed
therewith, cooperate and assist in any filings required to be made with the
NASD, and use their reasonable best efforts to cause such Registration
Statement to become effective; provided, that
before filing a Registration Statement or any amendments or supplements
thereto, the Issuers will furnish to the holders of the Registrable Securities
covered by such Registration Statement, copies of all such documents proposed
to be filed, which documents will be subject to the review by such holders, and
the Issuers will not, except to the extent required by applicable law, file any
Registration Statement or any amendments or supplements thereto to which the
holders of a majority in aggregate principal amount of such Registrable
Securities shall reasonably object; and provided further that the


 


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Issuers may postpone the
filing or the effectiveness of a Registration Statement relating to the
Registrable Securities or delivery of a supplement or amendment thereto no more
than twice in any twelve-month period if, in the Issuers’ reasonable good faith
judgment, it would be significantly disadvantageous to the Issuers to file or
deliver such Registration Statement or supplement or amendment (because in the
Issuers’ reasonable good faith judgment (x) the sale of Registrable Securities
covered by the Registration Statement or the disclosure of information in any
such supplement or amendment would materially interfere with any pending or
anticipated acquisition, financing or transaction involving the Issuers or
their material subsidiaries or (y) the public disclosure of material information,
which the Issuers have a bona fide business
purpose for preserving as confidential, at the time would be materially
prejudicial to the Issuers) (any condition described in clauses (x) or (y), a “Disadvantageous
Condition”). The Issuers shall be entitled, except as provided below, to
postpone filing, effectiveness or delivery of any such Registration Statement,
amendment or supplement until the earlier of as soon as is reasonably
practicable after the date such Disadvantageous Condition no longer exists or a
period of 30 days has expired.


 


(b)           prepare and file with the SEC such
amendments and post-effective amendments to the Registration Statement as may
be necessary to keep the Registration Statement effective until all Registrable
Securities covered by such Registration Statement have been sold; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act;
and comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such Registration
Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;


 


(c)           notify the selling holders of
Registrable Securities promptly, and (if requested by any such Person) confirm
such advice in writing, (i) when the Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to the
Registration Statement or any post-effective amendment, when the same has
become effective, (ii) of any request by the SEC for amendments or
supplements to the Registration Statement or the Prospectus or for additional
information, (iii) of the issuance by the SEC of any stop order of which
any Issuer or its counsel is aware suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose, (iv) if
at any time the representations and warranties of the Issuers contemplated by
clause (o) below cease to be true and correct, (v) of the receipt by the
Issuers of any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose and (vi) of the Company’s
becoming aware that the Prospectus (including any document incorporated therein
by reference), as then in effect, includes an untrue statement of material fact
or omits to state a material fact required to


 


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be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing;


 


(d)           make every reasonable effort to
obtain the withdrawal of any order suspending the effectiveness of the
Registration Statement at the earliest possible moment;


 


(e)           if reasonably requested by a holder
of Registrable Securities being sold in connection with an Underwritten
Offering, promptly incorporate in a Prospectus such information as the holders
of a majority in aggregate principal amount of the Registrable Securities being
sold agree should be included therein relating to the plan of distribution with
respect to such Registrable Securities, including, without limitation,
information with respect to the principal amount of Registrable Securities
being sold, the purchase price being paid therefor and any other terms of the
underwritten (or best efforts underwritten) offering of the Registrable
Securities to be sold in such offering; and make all required filings of such
Prospectus as promptly as practicable upon being notified of the matters to be
incorporated in such Prospectus;


 


(f)            if requested, furnish to each selling
holder of Registrable Securities without charge, at least one copy of the
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference);


 


(g)           deliver to each selling holder of
Registrable Securities without charge, as many copies of the Prospectus
(including each preliminary Prospectus) and any amendment or supplement thereto
as such Persons may reasonably request; subject to the last sentence of this Section 5,
the Issuers’ consent to the use of the Prospectus by each of the selling
holders of Registrable Securities, in connection with the offering and sale of
the Registrable Securities covered by the Prospectus;


 


(h)           prior to any public offering of
Registrable Securities, use its commercially reasonable efforts to register or
qualify or cooperate with the selling holders of Registrable Securities and
their counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or blue sky laws
of such jurisdictions as any such seller reasonably requests in writing and do
any and all other acts or things necessary or advisable to enable the disposition
in such jurisdictions of such Registrable Securities; provided, that no Issuer will be required
to qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process or taxation in any such jurisdiction where it is not then so subject;


 


(i)            cooperate with the selling holders
of Registrable Securities to facilitate, to the extent commercially reasonable
under the circumstances, with respect to the timely preparation and delivery of
certificates representing such Registrable Securities to be sold and


 


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not bearing any
restrictive legends; and enable such Registrable Securities to be in such
denominations and registered in such names as such selling holders may request
at least two business days prior to any sale of such Registrable Securities;


 


(j)            [reserved];


 


(k)           upon the occurrence of any event
contemplated by clause (c)(vi) above, prepare a supplement or
post-effective amendment to the related Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the holders of the
Registrable Securities, the Prospectus will not contain an untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein not misleading in the light of the circumstances then
existing;


 


(l)            use commercially reasonable efforts
to cause all Registrable Securities covered by a Registration Statement to be
listed on each securities exchange on which similar securities issued by the
Issuers are then listed if such listing is permitted under the rules of
such exchange and if requested by the holders of a majority in aggregate
principal amount of such Registrable Securities;


 


(m)          if no other debt or debt securities of
the Company is then rated by a nationally recognized rating agency at such
time, cause the Registrable Securities covered by a Registration Statement to
be rated with such rating agencies as the holders of a majority in aggregate
principal amount of such Registrable Securities may designate;


 


(n)           not later than the effective date of
the Demand Registration, provide a CUSIP number for all Registrable Securities
and provide the transfer agent with printed certificates for the Registrable
Securities which are in a form eligible for deposit with The Depository Trust
Company;


 


(o)           enter into such customary agreements
(including an underwriting agreement in customary form) and take all such other
appropriate and reasonable actions in connection therewith in order to expedite
or facilitate the disposition of such Registrable Securities and in such
connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration (i) make
such representations and warranties to the holders of such Registrable
Securities in form, substance and scope as are customarily made by issuers to
underwriters in primary Underwritten Offerings and covering matters including,
but not limited to, those set forth in the Purchase Agreement by the Issuers; (ii) obtain
opinions of counsel to the Issuers (which counsel and opinions (in form, scope
and substance) shall be reasonably satisfactory to the holders of a majority in
principal amount of such Registrable Securities) addressed to each selling
holder covering the matters customarily covered in opinions requested in
Underwritten Offerings and such other matters as may be


 


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reasonably requested by
such holders or underwriters; (iii) obtain “cold comfort” letters and
updates thereof from the Issuers’ independent certified public accountants
addressed to such holders, such letters to be in customary form and covering
matters of the type customarily covered in “cold comfort” letters by the
Issuers’ independent certified public accountants in connection with primary
Underwritten Offerings; (iv) if an underwriting agreement is entered into,
if permitted by the managing underwriter or underwriters, the same shall set
forth in full the indemnification provisions and procedures of Section 7
hereof with respect to all parties to be indemnified pursuant to said Section; provided, that the indemnification
provisions and procedures set forth in such underwriting agreement shall be no
less favorable to the selling holders of Registrable Securities and the
underwriters then the indemnification provisions and procedures of Section 7
hereof, and (v) the Issuers shall deliver such documents and certificates
as may be requested by the holders of a majority of the Registrable Securities
being sold to evidence compliance with clause (k) above and with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Issuers. The above shall be done at each closing under such
underwriting or similar agreement or as and to the extent required thereunder;


 


(p)           make available for inspection by a
representative of the holders of a majority in principal amount of the
Registrable Securities and any attorney or accountant retained by such holders,
all financial and other records, pertinent corporate documents and properties
of the Issuers as may be reasonably necessary to enable them to exercise their
due diligence responsibilities, and provide reasonable access to appropriate
officers of the Company in connection with such due diligence responsibilities;


 


(q)           otherwise use their best efforts to
comply with all applicable rules and regulations of the SEC, and make
generally available to their security holders, earnings statements for the
Issuers satisfying the provisions of Section 11 (a) of the Securities
Act, no later than 45 days after the end of any twelve-month period (or 90
days, if such period is a fiscal year) beginning with the first month of the
Issuers’ first fiscal quarter commencing after the effective date of the
Registration Statement, which statements shall cover said twelve-month periods;
provided, that the Company shall be deemed to have
complied with this clause (q) if it has satisfied Rule 158 under the
Securities Act;


 


(r)            promptly, prior to the filing of any
document which is to be incorporated by reference into the Registration Statement
or Prospectus (after initial filing of the Registration Statement), provide
copies of such document to counsel to the selling holders of Registrable
Securities covered by such Registration Statement, make the Issuers’
representatives available for discussion of such document with such selling
holders and make such changes in such document prior to the filing thereof as
counsel for such selling holders may reasonably request in writing; and


 


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(s)           cause the indenture relating to the
Notes to be qualified under the Trust Indenture Act of 1939, as amended.


 


The Issuers may
require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Issuers such information regarding the
distribution of such securities as the Issuers may from time to time reasonably
request in writing. Each holder of Registrable Securities agrees by acceptance
of such Registrable Securities that, upon receipt of any notice from the
Issuers of the happening of any event of the kind described in Section 5(c)(iii),
(v) or (vi) hereof that, in the reasonable judgment of any Issuers’
Board of Directors, it is advisable to suspend use of the prospectus for a
discrete period of time due to pending corporate developments, public filings
with the SEC or similar events, such holder will forthwith discontinue
disposition of Registrable Securities until such holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 5(k)
hereof, or until it is advised in writing (the “Advice”) by the Issuers
that the use of such Prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by reference in such
Prospectus, and, if so directed by the Issuers, such holder will deliver to the
Issuers (at the Issuers’ expense) all copies, other than permanent file copies
then in such holder’s possession, of such Prospectus covering such Registrable
Securities current at the time of receipt of such notice. The Issuers shall use
all reasonable efforts to insure that the use of the prospectus may be resumed
as soon as practicable, and in any event shall not be entitled to require the
holder to suspend use of any prospectus for more than 60 days in any
twelve-month period.


 


6.             Registration Expenses.


 


(a)           All reasonable expenses incident to
the Issuers’ performance of or compliance with this Agreement, including,
without limitation, all (i) registration and filing fees, fees and
expenses associated with filings required to be made with the NASD, (ii) fees
and expenses of compliance with securities or blue sky laws (including fees and
disbursements of counsel for the selling holders in connection with blue sky
qualifications of the Registrable Securities and determination of their
eligibility for investment under the laws of such jurisdictions as the holders
of a majority in aggregate principal amount of the Registrable Securities being
sold may reasonably designate), (iii) printing expenses (including
expenses of printing certificates for the Registrable Securities in a form
eligible for deposit with The Depository Trust Company and of printing
prospectuses), (iv) fees and disbursements of counsel for the Issuers and
for the sellers of the Registrable Securities (subject to the provisions of Section 6(b)),
and customary out of pocket expenses and fees paid by issuers to the extent
provided for in any underwriting agreement (excluding discounts, commissions or
fees of underwriters, selling brokers, dealer managers or similar securities
industry professionals relating to the distribution of the Registrable
Securities, transfer taxes or legal expenses of any Person other than the
Issuers and the selling holders), (v) the cost of securities acts liability


 


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insurance if the Issuers
so desire and (vi) fees and expenses of other Persons retained by the
Issuers (all such expenses being herein called “Registration Expenses”)
will be borne by the Issuers, regardless whether the Registration Statement
becomes effective. Each holder of Registrable Securities will pay any fees or
disbursements of counsel to such holder (other than as provided in Section 6(b))
and all underwriting discounts and commissions and transfer taxes if any, and
provide other fees, costs and expenses of such holder (other than Registration
Expenses) relating to the sale or disposition of such holder’s Registrable
Securities. The Company, in any event, will pay the Company’s own internal
expenses (including, without limitation, all salaries and expenses of their
officers and employees performing legal or accounting duties), the expense of
any annual audit, the fees and expenses incurred in connection with the listing
of the securities to be registered on each securities exchange on which similar
securities issued by the Issuers are then listed, rating agency fees and the
fees and expenses of any Person, including special experts, retained by the
Issuers.


 


(b)           In connection with a Demand Registration
hereunder, the Issuers will reimburse the selling holders of Registrable
Securities being registered in such registration for the reasonable fees and
disbursements of not more than one counsel chosen by the selling holders of a
majority in principal amount of such Registrable Securities up to an aggregate
of $40,000 over the term of this Agreement.


 


7.             Indemnification.


 


(a)           Indemnification by the Issuers.
The Issuers, jointly and severally, agree to indemnify and hold harmless each
holder of the Notes and each person, if any, who controls such holder within
the meaning of the Securities Act or the Exchange Act (each holder and such
controlling persons are referred to collectively as the “Indemnified Parties”)
from and against any losses, claims, damages or liabilities, joint or several,
or any actions in respect thereof (including, but not limited to, any losses,
claims, damages, liabilities or actions relating to purchases and sales of the
Notes) to which each Indemnified Party may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arise out of, or are based upon, the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall
reimburse, as incurred, the Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Issuers shall
not be liable in any such case to the extent that such loss, claim, damage or
liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in a Registration Statement or
prospectus or in any amendment or supplement thereto in reliance upon


 


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and in conformity with
written information pertaining to such holder and furnished to the Issuers by
or on behalf of such holder specifically for inclusion therein and (ii) with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any prospectus relating to a Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure
to the benefit of any holder from whom the person asserting any such losses,
claims, damages or liabilities purchased the Notes concerned, to the extent
that a prospectus (as amended or supplemented) relating to such Notes was
required to be delivered by such holder under the Securities Act in connection
with such purchase and any such loss, claim, damage or liability of such holder
results from the fact that there was not sent or given to such person, at or
prior to the written confirmation of the sale of such Notes to such person, a
copy of the prospectus (or an amendment thereto or a supplement thereof) if the
Company had previously furnished copies thereof to such holder; provided further, however, that this indemnity agreement will be in addition to any
liability which the Issuers may otherwise have to such Indemnified Party. The
Issuers shall also indemnify, jointly and severally, underwriters, their
officers and directors and each person who controls such underwriters within
the meaning of the Securities Act or the Exchange Act to the same extent as
provided above (but such indemnification may be in the customary form of such
underwriters) with respect to the indemnification of the holders of the Notes
if requested by such holders.


 


(b)           Indemnification by Holders.
Each holder of the Notes, severally and not jointly, will indemnify and hold
harmless the Issuers and each person, if any, who controls the Issuers within
the meaning of the Securities Act or the Exchange Act from and against any
losses, claims, damages or liabilities or any actions in respect thereof, to
which any Issuer or any such controlling person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in a Registration
Statement or prospectus or in any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such holder and furnished to the Issuers by
or on behalf of such holder specifically for inclusion therein; and, subject to
the limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Issuers for any legal or other expenses reasonably incurred by
the Issuers or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such holder may
otherwise have to the Issuers or any of their controlling persons. In no event
shall the liability of any selling holder of Notes hereunder be greater in
amount than the dollar amount of the proceeds received by such holder upon the
sale of the Notes giving rise to such indemnification obligation.


 


11





















 


(c)           Conduct of Indemnification
Proceedings. Promptly after receipt by an indemnified party under Section 7(a) or
(b) of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under Section 7(a) or
(b), notify the indemnifying party of the commencement thereof; but the failure
to notify the indemnifying party shall not relieve the indemnifying party from
any liability that it may have under subsection (a) or (b) above
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and
provided further that the failure to notify the indemnifying
party shall not relieve it from any liability that it may have to an
indemnified party otherwise than under subsection (a) or (b) above.
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel
to the indemnifying party), and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this Section 7
for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof. In any such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed otherwise; (ii) the
indemnifying party has failed within a reasonable time to retain counsel
reasonably satisfactory to the indemnified party; (iii) the indemnified
party shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to
the indemnifying party; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them.
It is understood and agreed that the indemnifying party shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all indemnified parties, and that all such fees and
expenses shall be reimbursed as they are incurred. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (x) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action, and (y) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.


 


12





















 


(d)           Contribution. If the
indemnification provided for in this Section 7 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or
(b) above (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party on the other, or (ii) if the allocation provided
by the foregoing clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party
or parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Issuers on the one hand or
such holder or such other indemnified party, as the case may be, on the other,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid
by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding any
other provision of this Section 7(d), the holders of the Notes shall not
be required to contribute any amount in excess of the amount by which the net
proceeds received by such holders from the sale of the Notes pursuant to a
Registration Statement exceeds the amount of damages which such holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this paragraph
(d), each person, if any, who controls such indemnified party within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who controls an
Issuer within the meaning of the Securities Act or the Exchange Act shall have
the same rights to contribution as such Issuer.


 


(e)           Survival. The agreements
contained in this Section 7 shall survive the sale of the Notes pursuant
to a Registration Statement and shall remain in full force and effect, regardless
of any termination or cancellation of this Agreement or any investigation made
by or on behalf of any indemnified party.


 


8.             Rule 144. The Issuers covenant that they
will file the reports required to be filed by them under the Securities Act and
the Exchange Act and the rules and regulations


 


13





















 


adopted by the SEC
thereunder (or, if any of them is not required to file such reports, the
applicable party will, upon the request of any holder of Registrable Securities
made after the date of this Agreement make publicly available other information
so long as necessary to permit sales pursuant to Rule 144), and they will
take such further action as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144. Upon the
request of any holder of Registrable Securities, the Issuers will deliver to
such holder a written statement as to whether they have complied with such
information and filing requirements.


 


9.             Miscellaneous.


 


(a)           Remedies. Each holder of
Registrable Securities, in addition to being entitled to exercise all rights
provided herein, in the Purchase Agreement or granted by law, including
recovery of damages, in connection with the breach by the Issuers of their
obligations to register the Registrable Securities will, to the fullest extent
permitted under applicable law, be entitled to specific performance of its
rights under this Agreement. The Issuers agree that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by any of
them of the provisions of this Agreement and each agrees, to the extent permitted
under applicable law, to waive the defense in any action for specific performance
that a remedy at law would be adequate.


 


(b)           No Inconsistent Agreements.
The Issuers will not on or after the date of this Agreement enter into any
agreement with respect to its securities which is inconsistent with the rights
granted to the holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the holders of
Registrable Securities hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Issuers’ securities
under any other agreements. The Issuers have not previously entered into any
inconsistent agreement with respect to their securities granting any registration
rights to any Person.


 


(c)           Amendments and Waivers. The
provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions of this Agreement may not be given unless the Issuers have
obtained the written consent of holders of at least a majority of the principal
amount of the outstanding Registrable Securities (excluding Registrable
Securities held by the Company or one of its subsidiaries).


 


(d)           Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, facsimile or air courier
guaranteeing overnight delivery:


 


14





















 


(i)            if
to a holder of Registrable Securities, at the most current address given by
such holder to the Issuers in accordance with the provisions of this Section 9(d),
which address initially is, with respect to the Purchasers, the addresses set
forth in the Purchase Agreement, with a copy to Cahill Gordon Reindel LLP, 80
Pine Street, New York, NY 10005, Fax: (212) 269-5420, Attention: John Schuster, Esq.;
and


 


(ii)           if
to a Issuer, initially to it at the address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 9(d), with a copy to Latham &
Watkins LLP, 855 Third Avenue, Suite 1000, New York, NY 10022, Fax: (212)
751-4864, Attention: Kirk A. Davenport II, Esq.


 


All such notices
and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
delivered by facsimile; and on the next business day if timely delivered to an
air courier guaranteeing overnight delivery.


 


(e)           Guarantors. So long as any
Registrable Securities remain outstanding, the Issuers shall cause each Person
that becomes a guarantor of the Notes under the Indenture to execute and
deliver a counterpart to this Agreement which subjects such Person to the
provisions of this Agreement as a Guarantor.


 


(f)            Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto, including, without limitation and
without the need for an express assignment, subsequent holders of Registrable
Securities.


 


(g)           Counterparts. This Agreement
may be executed in any number of counterparts and by the parties hereto in
separate counterparts each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.


 


(h)           Headings. The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


(i)            New York Law; Submission to
Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EACH PARTY
HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE
COURT SITTING IN NEW YORK CITY FOR PURPOSES OF


 


15





















 


ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(j)            Severability. In the event
that any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of any such provision
in such jurisdiction in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(k)           Entire Agreement. This
Agreement is intended by the parties as a final expression of their agreement
with respect to the subject matter contained herein and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Issuers with
respect to the Registrable Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 


16





















 


IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.


 


	
   

  	
  NEFF CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Irion

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Irion

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Irion

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Irion

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  
						



 


 


Registration Rights Agreement


 





















 


	
   

  	
  DLJ INVESTMENT PARTNERS, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ INVESTMENT
  PARTNERS,

  	
   

  
	
   

  	
   

  	
  INC.,

  	
   

  
	
   

  	
   

  	
  as its managing general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles W. Harper

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  CHARLES W. HARPER

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  DIRECTOR

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJ INVESTMENT PARTNERS
  II, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ INVESTMENT PARTNERS
  II,

  	
   

  
	
   

  	
   

  	
  INC.,

  	
   

  
	
   

  	
   

  	
  as its managing general
  partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles W. Harper

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  CHARLES W. HARPER

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  DIRECTOR

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJIP II HOLDINGS, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ INVESTMENT PARTNERS
  II,

  	
   

  
	
   

  	
   

  	
  INC.,

  	
   

  
	
   

  	
   

  	
  as its general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles W. Harper

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  CHARLES W. HARPER

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  DIRECTOR

  	
   

  	
   

  
									



 





















 


	
   

  	
  TCW/CRESCENT MEZZANINE PARTNERS III,

  
	
   

  	
    L.P.

  	
   

  
	
   

  	
  TCW/ CRESCENT MEZZANINE TRUST III

  
	
   

  	
  TCW/ CRESCENT MEZZANINE PARTNERS III

  
	
   

  	
    NETHERLANDS,
  L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent Mezzanine Management III,

  	
   

  
	
   

  	
   

  	
    L.L.C., its Investment Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TCW Asset Management Company, its Sub-

  	
   

  
	
   

  	
   

  	
    Advisor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jean-Marc Chapus

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Jean-Marc Chapus

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  President

  	
   

  	
   

  
							



 





















 


	
   

  	
  KKR FINANCIAL CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michelle L. Keith

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  MICHELLE L. KEITH

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  AUTHORIZED
  SIGNATORY

  	
   

  	
   

  



 





















 


	
   

  	
  NEW YORK LIFE INVESTMENT

  
	
   

  	
  MANAGEMENT MEZZANINE PARTNERS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  NYLIM Mezzanine GenPar LP, its General

  	
   

  
	
   

  	
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   NYLIM
  Mezzanine GenPar GP, LLC, its

  	
   

  
	
   

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin A. Smith

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Kevin A. Smith

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  	
   

  



 


 


	
   

  	
  NYLIM MEZZANINE PARTNERS PARALLEL

  
	
   

  	
  FUND, LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  NYLIM Mezzanine GenPar LP, its General

  	
   

  
	
   

  	
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  NYLIM Mezzanine GenPar GP, LLC, its

  	
   

  
	
   

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin A. Smith

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Kevin A. Smith

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Authorized
  Signatory