Exhibit 10.13


June 3, 2005


 


Neff
Corp.


3750 N.W. 87th Avenue


Suite 400


Miami, Florida 33178


Attention: Mark H. Irion


 


Re:                               Management Rights


 


Dear Mr. Irion:


 


DLJ Investment Partners II,
L.P. (the “Fund”) (i) owns shares of Common
Stock, par value $0.01 per share, of Neff Corp., a Delaware corporation (the “Company”), subject to the
terms and conditions of the Stockholders Agreement dated as of June 3,
2005 (the “Stockholders Agreement”) by
and among the Company, the Fund, Iron Merger Partnership, New York Life Capital
Partners II, L.P., TCW/Crescent Mezzanine Partners III, L.P. and certain
affiliated investors and (ii) is one of the holders of the 13% Senior
Subordinated Notes due June 3, 2013 (the “Notes”)
of the Company.


 


In addition to the
warranties and covenants contained in the Stockholders Agreement and in the
Purchase Agreement among the Company, the guarantors named therein and the
purchasers named therein dated as of June 3, 2005 (the “Purchase Agreement”), the Fund and the
Company confirm that the Fund has the following contractual management rights
with respect to the Company.


 


1.                                   The Fund has the right to appoint one
representative to attend and fully participate in each meeting of the Board of
Directors of the Company as a non-voting observer; provided, however,
that such representative may be excluded from any meeting or portion thereof if
the Company reasonably believes, upon advice of counsel, that such exclusion is
reasonably necessary to preserve the attorney-client privilege, to protect highly
confidential proprietary information, or in the event the Board of Directors
intends to discuss or vote upon any matter in which the Fund has a material
business or financial interest (other than by reason of interest as a holder of
securities of the Company). The Company will give the Fund written notice of
each meeting of the Board of Directors of the Company at the same time and in
the same


 





















 


manner
as notice is given to the members of the Board of Directors of the Company. The
Fund will be provided with all written materials and other information
(including, without limitation, copies of minutes of meetings) given to members
of the Board of Directors of the Company in connection with such meetings at
the same time such materials and information are given to such members of the
Board of Directors. If the Company proposes to take any action by written
consent in lieu of a meeting of the Board of Directors of the Company, the
Company will give written notice thereof to the Fund promptly following the effective
date of such consent describing in reasonable detail the nature and substance
of such action.


 


2.                                      The Fund shall have the right to consult with
and advise the senior executive management team of the Company and its
subsidiaries, upon reasonable notice at reasonable times from time to time, on
all matters relating to the operation of the Company and the subsidiaries.


 


3.                                      Upon reasonable request by the Fund, a
representative of the Fund is entitled to inspect the books and records of the
Company and the facilities of the Company, and to request and receive
management accounts of the Company, including a balance sheet and profit and
loss account, and other reasonable information regarding the Company’s
financial condition and operations.


 


4.                                      The Company shall furnish to the Fund the
financial information described in the last sentence and in clause (A) of
the first sentence of Section 12(c)(i) of the Stockholders Agreement,
as in effect on the date hereof.


 


5.                                      All rights conferred on the Fund pursuant to
this letter may be transferred or assigned to any affiliate of the Fund,
provided that the Company is given written notice at the time of or within a
reasonable time after said transfer or assignment, stating the name and address
of such transferee or assignee and identifying the specific rights being
transferred or assigned, and, provided further, that such transferee or
assignee either (x) assumes the obligations of the Fund under the Stockholders
Agreement and agrees to be bound thereby or (y) is a holder of the Notes.


 


The Fund agrees that it will
hold in confidence pursuant to the terms of Section 11 of the Purchase
Agreement any confidential information obtained by the Fund pursuant to the
rights granted under this letter and will require that its representatives
agree to do the same.


 


The contractual rights
confirmed by this letter will terminate and be of no further force or effect as
of the date that the Fund, together with its affiliates, ceases to beneficially
own in the aggregate at least $10.0 million of the Notes. However, the
confidentiality obligations of the Fund and its representatives under this
letter will survive for a period of three years following the termination of
the Fund’s management rights set forth herein.


 


2





















 


This letter shall be
construed and enforced in accordance with the laws of the State of New York.


 


On behalf of the Company,
please indicate your agreement to the terms set forth in this letter by
executing and returning the duplicate copy of the letter.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ INVESTMENT PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ
  Investment Partners II, Inc.,

  as managing general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles W. Harper

  	
   

  
	
   

  	
   

  	
  Name:

  	
  CHARLES W. HARPER

  	
   

  
	
   

  	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted
  and Agreed this 3rd day of 

  	
   

  
	
   

  	
  June,
  2005

  	
   

  	
   

  
	
   

  	
   

  
	
  NEFF
  CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


VCOC Letter


 





















 


This letter shall be construed and enforced in accordance with the laws
of the State of New York.


 


On behalf of the Company, please indicate your agreement to the terms
set forth in this letter by executing and returning the duplicate copy of the
letter.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ INVESTMENT PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ
  Investment Partners II, Inc.,

  as managing general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted
  and Agreed this 3rd day of

  	
   

  
	
   

  	
  June,
  2005

  	
   

  	
   

  
	
   

  	
   

  
	
  NEFF
  CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark Irion

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mark Irion

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
										



 


DLJ VCOC Letter


 





















 


July 8, 2005


 


Neff Corp.


Neff Rental LLC


Neff Finance Corp.


3750 N.W. 87th Avenue


Suite 400


Miami, Florida 33178


Attention:  Mark H. Irion


 


Re:                               Management Rights


 


Dear Mr. Irion:


 


DLJ Investment
Partners II, L.P. (the “Fund”) (i) owns
shares of  Common Stock, par value $0.01
per share, of Neff Corp., a Delaware corporation (the “Company”),
subject to the terms and conditions of the Stockholders Agreement dated as of June 3,
2005 (the “Stockholders Agreement”) by and among
the Company, the Fund, Iron Merger Partnership, New York Life Capital Partners
II, L.P., TCW/Crescent Mezzanine Partners III, L.P. and certain affiliated
investors and (ii) is one of the holders of the 13% Senior Subordinated
Notes due June 3, 2013 (the “Notes”) of
Neff Rental LLC (“Neff Rental”) and Neff Finance
Corp. (“Finance Corp.”).


 


In addition to
the warranties and covenants contained in the Stockholders Agreement and in the
Purchase Agreement among Neff Rental, Finance Corp., the guarantors named
therein and the purchasers named therein dated as of June 3, 2005 (the “Purchase Agreement”), the Fund and the Company confirm that
the Fund has the following contractual management rights with respect to the Company
and its subsidiaries.


 


1.                                       The
Fund has the right to appoint one representative to attend and fully
participate in each meeting of the Board of Directors of each of the Company
and Finance Corp., and in each meeting of the Board of Managers of Neff Rental,
in each case as a non-voting observer; provided, however, that
such representative may be excluded from any meeting or portion thereof if the
Company, Neff Rental or Finance Corp., as applicable, reasonably believes, upon
advice of counsel, that such exclusion is reasonably necessary to preserve the


 





















 


attorney-client privilege,
to protect highly confidential proprietary information, or in the event that
the relevant  Board of Directors or Board
of Managers intends to discuss or vote upon any matter in which the Fund has a
material business or financial interest (other than by reason of interest as a
holder of securities of the Company, Neff Rental or Finance Corp.).  The Company, Neff Rental or Finance Corp., as
applicable, will give the Fund written notice of each meeting of the relevant
Board of Directors or Board of Managers at the same time and in the same manner
as notice is given to the respective members of such Board of Directors or
Board of Managers.  The Fund will be
provided with all written materials and other information (including, without
limitation, copies of minutes of meetings) given to the members of the relevant
Board of Directors or Board of Managers in connection with such meetings at the
same time such materials and information are given to the respective members of
such Board of Directors or Board of Managers. 
If any of the Company, Neff Rental or Finance Corp. proposes to take any
action by written consent in lieu of a meeting of the relevant Board of Directors
or Board of Managers, the Company, Neff Rental or Finance Corp., as
applicable,  will give written notice
thereof to the Fund promptly following the effective date of such consent
describing in reasonable detail the nature and substance of such action.


 


2.                                       The
Fund shall have the right to consult with and advise the senior executive
management team of the Company and its subsidiaries, upon reasonable notice at
reasonable times from time to time, on all matters relating to the operation of
the Company and the subsidiaries.


 


3.                                       Upon
reasonable request by the Fund, a representative of the Fund is entitled to
inspect the books and records of the Company, Neff Rental and Finance Corp. and
the facilities of the Company, Neff Rental and Finance Corp., and to request
and receive management accounts of the Company, Neff Rental and Finance Corp.,
including a balance sheet and profit and loss account, and other reasonable
information regarding the Company’s, Neff Rental’s and Finance Corp.’s
financial condition and operations.


 


4.                                       The
Company shall furnish to the Fund the financial information described in the
last sentence and in clause (A) of the first sentence of Section 12(c)(i) of
the Stockholders Agreement, as in effect on the date hereof.


 


5.                                       All
rights conferred on the Fund pursuant to this letter may be transferred or
assigned to any affiliate of the Fund, provided that the Company, Neff Rental
and Finance Corp. are given written notice at the time of or within a
reasonable time after said transfer or assignment, stating the name and address
of such transferee or assignee and identifying the specific rights being transferred
or assigned, and, provided further, that such transferee or assignee either (x)
assumes the obligations of the Fund under the Stockholders Agreement and agrees
to be bound thereby or (y) is a holder of the Notes.


 


2





















 


The Fund
agrees that it will hold in confidence pursuant to the terms of Section 11
of the Purchase Agreement any confidential information obtained by the Fund
pursuant to the rights granted under this letter and will require that its
representatives agree to do the same.


 


The
contractual rights confirmed by this letter will terminate and be of no further
force or effect as of the date that the Fund, together with its affiliates,
ceases to beneficially own in the aggregate at least $10.0 million of the
Notes.  However, the confidentiality
obligations of the Fund and its representatives under this letter will survive
for a period of three years following the termination of the Fund’s management
rights set forth herein.


 


This letter agreement
supersedes and replaces in its entirety that certain letter agreement regarding
management rights between the Fund and the Company, dated June 3, 2005.


 


[signature page follows]


 


3





















 


This letter
shall be construed and enforced in accordance with the laws of the State of New
York.


 


On behalf of
the Company, Neff Rental and Finance Corp., please indicate your agreement to
the terms set forth in this letter by executing and returning the duplicate
copy of the letter.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ
  INVESTMENT PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ
  Investment Partners II, Inc.,

  
	
   

  	
   

  	
  as managing
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  
	
  Accepted and Agreed
  this 8th day of

  
	
  July,
  2005

  
	
   

  
	
  NEFF CORP.

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  NEFF RENTAL
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  NEFF CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: