EXHIBIT 10.2


 


EXECUTION COPY


 


AMENDED
AND RESTATED GUARANTY


 


This AMENDED AND RESTATED GUARANTY (as the same may be
amended, supplemented, restated or otherwise modified from time to time, this “Guaranty”),
dated as of July 8, 2005 by and among NEFF RENTAL LLC (“Parent
Guarantor”), a Delaware limited liability company, NEFF RENTAL, INC. (“Borrower”),
a Florida corporation, NEFF FINANCE CORP. (“Finance Corp.”), a Delaware
corporation, and each of the other entities that becomes a party hereto
pursuant to Section 8 (each, a “Subsidiary Guarantor” and
together with Parent Guarantor, Borrower and Finance Corp., collectively, “Guarantors”),
and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“               GE
Capital”), as agent (in such capacity, “Agent”) for itself and the
lenders from time to time signatory to the Credit Agreement hereinafter defined
(“Lenders”) and the other Secured Parties (as defined in the Credit
Agreement).


 


W
I T N E S S E T H:


 


WHEREAS, Neff Corp., a Delaware corporation and the
direct parent company of Parent Guarantor and indirect parent of Borrower and
Finance Corp. (“Parent”), Borrower, the financial institutions party
thereto as lenders, and GE Capital, as agent, have entered into that that
certain Credit Agreement, dated as of June 3, 2005 (the “Existing
Credit Agreement”) and in connection therewith, entered into that certain
Guaranty, dated as of June 3, 2005 (the “Existing Guaranty”), by
and among Parent, Borrower and GE Capital;


 


WHEREAS, Parent Guarantor, Borrower, Finance Corp.,
each of the other Persons named therein as Credit Parties, the Persons
signatory thereto from time to time as Lenders, GE Capital, as the initial L/C
Issuer, and Agent, have entered into the Amended and Restated Credit Agreement,
dated as of the date hereof (as from time to time amended, restated,
supplemented or otherwise modified, the “Credit Agreement”; capitalized
terms used herein and not otherwise defined herein shall have the meaning
ascribed to such terms in the Credit Agreement), which amends and restates the
Existing Credit Agreement in its entirety;


 


WHEREAS, pursuant to the Credit Agreement, Agent and
Lenders have released Parent from its obligations under the Existing Guaranty
and the other loan documents contemplated by the Existing Credit Agreement;


 


WHEREAS, Parent Guarantor is the sole shareholder of
Borrower and Finance Corp. and each Subsidiary Guarantor is a direct or
indirect Subsidiary of Parent Guarantor or Borrower and as such, the Guarantors
will derive direct and indirect economic benefits from the making of the Loans
and other financial accommodations provided to Borrower and the other Credit
Parties pursuant to the Credit Agreement;


 


WHEREAS, the Borrower has requested, and the other
parties hereto have agreed, that the Existing Guaranty be amended and restated
on the terms and conditions set forth herein;


 


WHEREAS, it is the intention of the parties hereto
that this Guaranty does not constitute a novation of the rights, obligations
and liabilities of the respective parties (including


 





















 


the Obligations) existing under the Existing Guaranty
or evidence payment of all or any such obligations and liabilities;


 


WHEREAS, in order to induce Agent and Lenders to enter
into the Credit Agreement and other Loan Documents and to induce Lenders to
make the Loans and to incur Letter of Credit Obligations as provided for in the
Credit Agreement, Guarantors have  agreed
to guarantee payment of the Obligations; and


 


NOW, THEREFORE, in consideration of the premises and
the covenants hereinafter contained, and to induce Lenders to provide the Loans
and other financial accommodations under the Credit Agreement, it is agreed as
follows:


 


1.                    DEFINITIONS.


 


References to this “Guaranty” shall mean this
Guaranty, including all amendments, modifications and supplements and any
annexes, exhibits and schedules to any of the foregoing, and shall refer to
this Guaranty as the same may be in effect at the time such reference becomes
operative.


 


2.                    THE
GUARANTY.


 


2.1                                 Guaranty
of Guaranteed Obligations of Borrower. 
Each Guarantor hereby jointly and severally unconditionally guarantees
to Agent and Lenders, and their respective successors, endorsees, transferees
and assigns, the prompt payment (whether at stated maturity, by acceleration or
otherwise) and performance of the Obligations (other than such Person’s own
Obligations under the Credit Agreement) (hereinafter the “Guaranteed
Obligations”).  Each Guarantor agrees
that this Guaranty is a guaranty of payment and performance and not of
collection, and that its obligations under this Guaranty shall be primary,
absolute and unconditional, irrespective of, and unaffected by:


 


(a)                                  the
genuineness, validity, regularity, enforceability or any future amendment of,
or change in this Guaranty, any other Loan Document or any other agreement,
document or instrument to which any Credit Party and/or any Guarantor is or may
become a party;


 


(b)                                 the
absence of any action to enforce this Guaranty or any other Loan Document or
the waiver or consent by Agent, Lenders or any other Secured Party with respect
to any of the provisions thereof;


 


(c)                                  the
existence, value or condition of, or failure to perfect its Lien against, any
Collateral for the Guaranteed Obligations or any action, or the absence of any
action, by Agent in respect thereof (including, without limitation, the release
of any such security); or


 


(d)                                 the
insolvency of Borrower or any other Credit Party; or


 


(e)                                  any
other action or circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor,


 


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it being agreed by each Guarantor that its obligations
under this Guaranty shall not be discharged until the Termination Date.  Each Guarantor shall be regarded, and shall
be in the same position, as the principal debtor with respect to the Guaranteed
Obligations.  Each Guarantor agrees that
any notice or directive given at any time to Agent which is inconsistent with
the waiver in the immediately preceding sentence shall be null and void and may
be ignored by Agent and the Secured Parties and, in addition, may not be
pleaded or introduced as evidence in any litigation relating to this Guaranty
for the reason that such pleading or introduction would be at variance with the
written terms of this Guaranty, unless Agent and the Requisite Lenders have
specifically agreed otherwise in writing. 
It is agreed among each Guarantor, Agent and Secured Parties that the
foregoing waivers are of the essence of the transaction contemplated by the
Loan Documents and that, but for this Guaranty and such waivers, Agent and
Lenders would decline to enter into the Credit Agreement and Secured Parties
would decline to enter into the applicable Loan Documents.


 


2.2                                 Demand
by Agent or Lenders.  In addition to
the terms of the Guaranty set forth in Section 2.1 hereof, and in
no manner imposing any limitation on such terms, it is expressly understood and
agreed that, if, at any time, the outstanding principal amount of the
Guaranteed Obligations under the Credit Agreement (including all accrued
interest thereon) is declared to be immediately due and payable, then
Guarantors shall, without demand, pay to the holders of the Guaranteed
Obligations the entire outstanding Guaranteed Obligations due and owing to such
holders.  Payment by Guarantors shall be
made to Agent in Dollars in immediately available funds to an account
designated by Agent or at the address set forth herein for the giving of notice
to Agent or at any other address that may be specified in writing from time to
time by Agent, and shall be credited and applied to the Guaranteed Obligations.


 


2.3                                 Enforcement
of Guaranty.  In no event shall Agent
have any obligation (although it is entitled, at its option in its sole
discretion) to proceed against Borrower or any other Credit Party or any
Collateral pledged to secure the Guaranteed Obligations before seeking
satisfaction from any or all of the Guarantors, and Agent may proceed, prior or
subsequent to, or simultaneously with, the enforcement of Agent’s rights
hereunder, to exercise any right or remedy which it may have against any
Collateral, as a result of any Lien it may have as security for all or any
portion of the Guaranteed Obligations.


 


2.4                                 Waiver.


 


(a)                                  In
addition to the waivers contained in Section 2.1 hereof, each
Guarantor hereby waives to the fullest extent permitted by law, and each
Guarantor hereby agrees that is shall not at any time insist upon, plead or in
any manner whatsoever claim or take the benefit or advantage of, any appraisal,
valuation, stay, extension, marshaling of assets or redemption laws, or
exemption, whether now or at any time hereafter in force, which may delay,
prevent or otherwise affect the performance by Guarantors (or any of them) of
their Guaranteed Obligations under, or the enforcement by Agent, Lenders or
other Secured Parties of, this Guaranty.


 


(b)                                 Guarantors
hereby waive diligence, presentment and demand (whether for non-payment or
protest or of acceptance, maturity, extension of time, change in nature or form
of the Guaranteed Obligations, acceptance of further security, release of
further


 


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security, composition or
agreement arrived at as to the amount of, or the terms of, the Guaranteed
Obligations, notice of adverse change in Borrower’s, Parent Guarantor’s or any
other Guarantor’s financial condition or any other fact which might increase
the risk to Guarantors) with respect to any of the Guaranteed Obligations or
all other demands whatsoever and waive the benefit of all provisions of law
which are or might be in conflict with the terms of this Guaranty.


 


(c)                                  Each
Guarantor represents, warrants and jointly and severally agrees that, as of the
date of this Guaranty, its obligations under this Guaranty are not subject to
any offsets or defenses against Agent or any Secured Party or any Credit Party
of any kind. Guarantors further jointly and severally agree that their
obligations under this Guaranty shall not be subject to any counterclaims,
offsets or defenses against Agent or any Lender or against any Credit Party of
any kind which may arise in the future.


 


2.5                                 Benefit
of Guaranty.  The provisions of this
Guaranty are for the benefit of Agent, the Lenders and the other Secured
Parties and their respective successors, transferees, endorsees and assigns,
and nothing herein contained shall impair, as between any Credit Party and
Agent, Lenders or other Secured Parties, the obligations of any Credit Party
under the Loan Documents.  In the event
all or any part of the Guaranteed Obligations are transferred, indorsed or
assigned by Agent or any Secured Party to any Person or Persons, any reference
to “Agent”, “Lender” or “Secured Party” herein shall be deemed to refer equally
to such Person or Persons.


 


2.6                                 Modification
of Guaranteed Obligations, Etc.  Each
Guarantor hereby acknowledges and agrees that Agent and Secured Parties may at
any time or from time to time, with or without the consent of, or notice to,
Guarantors or any of them:


 


(a)                                  change
or extend the manner, place or terms of payment of, or renew or alter all or
any portion of, the Guaranteed Obligations;


 


(b)                                 take
any action under or in respect of the Loan Documents in the exercise of any
remedy, power or privilege contained therein or available to it at law, equity
or otherwise, or waive or refrain from exercising any such remedies, powers or
privileges;


 


(c)                                  amend
or modify, in any manner whatsoever, the Loan Documents (in accordance with the
terms thereof);


 


(d)                                 extend
or waive the time for any Credit Party’s performance of, or compliance with,
any term, covenant or agreement on its part to be performed or observed under
the Loan Documents, or waive such performance or compliance or consent to a
failure of, or departure from, such performance or compliance;


 


(e)                                  (i) subject
to the Credit Agreement, take and hold Collateral for the payment of the
Guaranteed Obligations guaranteed hereby or, (ii) upon the occurrence and
during the continuance of an Event of Default or if Borrowing Availability
shall be less than $10,000,000, sell, exchange, release, dispose of, or
otherwise deal with, any property pledged, mortgaged or conveyed, or in which
Agent or any Secured Party has been granted a Lien, to secure any of the
Obligations;


 


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(f)                                    release
any Person who may be liable in any manner for the payment of any amounts owed
by any Guarantor or any Credit Party to Agent or any Secured Party;


 


(g)                                 modify
or terminate the terms of any intercreditor or subordination agreement pursuant
to which claims of other creditors of any Guarantor or any Credit Party are
subordinated to the claims of Agent and Secured Parties; and/or


 


(h)                                 subject
to the Credit Agreement, apply any sums by whomever paid or however realized to
any amounts owing by any Guarantor or any Credit Party to Agent or any Secured
party in such manner as Agent or any Lender shall determine in its discretion;


 


and none of Agent or any Secured Party shall incur any
liability to any Guarantor as a result thereof, and no such action shall impair
or release the Guaranteed Obligations of any Guarantor under this Guaranty
(unless, subject to Section 2.7 below, such action results in the
payment in full and satisfaction of the Obligations).


 


2.7                                 Reinstatement.  This Guaranty shall remain in full force and
effect and continue to be effective should any petition be filed by or against
any Credit Party or any Guarantor for liquidation or reorganization, should any
Credit Party or any Guarantor 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 such Credit Party’s or such Guarantor’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 Guaranteed Obligations, or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by Agent or any Lender, 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 Guaranteed Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.


 


2.8                                 Waiver
of Subrogation, Etc.  Notwithstanding
anything to the contrary in this Guaranty, or in any other Loan Document, each
Guarantor hereby:


 


(a)                                  expressly
and irrevocably waives, to the fullest extent permitted by law, on behalf of
itself and its successors and assigns (including any surety), any and all
rights at law or in equity to subrogation, to reimbursement, to exoneration, to
contribution, to indemnification, to set off or to any other rights that could
accrue to a surety against a principal, to a guarantor against a principal, to
a guarantor against a maker or obligor, to an accommodation party against the
party accommodated, to a holder or transferee against a maker, or to the holder
of any claim against any Person, and which such Guarantor may have or hereafter
acquire against any Credit Party in connection with or as a result of such
Guarantor’s execution, delivery and/or performance of this Guaranty, or any
other documents to which such Guarantor is a party or otherwise; and


 


(b)                                 acknowledges
and agrees (i) that this waiver is intended to benefit Agent and Secured
Parties and shall not limit or otherwise effect any Guarantor’s liability
hereunder or the enforceability of this Guaranty, and (ii) that Agent,
Secured Parties and


 


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their respective
successors and assigns are intended third party beneficiaries of the waivers
and agreements set forth in this Section 2.8 and their rights under
this Section 2.8 shall survive payment in full of the Guaranteed
Obligations.


 


2.9                                 Election
of Remedies.   If Agent may, under
applicable law, proceed to realize benefits under any of the Loan Documents
giving Agent and Secured Parties a Lien upon any Collateral of any Credit
Party, either by judicial foreclosure or by non-judicial sale or enforcement,
Agent may, at its sole option, determine which of such remedies or rights it
may pursue without affecting any of such rights and remedies under this
Guaranty.  If, in the exercise of any of
its rights and remedies, Agent shall forfeit any of its rights or remedies,
including its right to enter a deficiency judgment against any Credit Party,
whether because of any applicable laws pertaining to “election of remedies” or
the like, each Guarantor hereby consents to such action by Agent and waives, to
the fullest extent permitted by law, any claim based upon such action, even if
such action by Agent shall result in a full or partial loss of any rights of
subrogation which such Guarantor might otherwise have had but for such action
by Agent.  Any election of remedies which
results in the denial or impairment of the right of Agent to seek a deficiency
judgment against any Credit Party shall not impair each Guarantor’s obligation
to pay the full amount of the Guaranteed Obligations.  In the event Agent shall bid at any
foreclosure or trustee’s sale or at any private sale permitted by law or the
Loan Documents, Agent may bid all or less than the amount of the Guaranteed
Obligations and the amount of such bid need not be paid by Agent but shall be
credited against the Guaranteed Obligations. 
The amount of the successful bid at any such sale shall be conclusively
deemed to be the fair market value of the Collateral and the difference between
such bid amount and the remaining balance of the Guaranteed Obligations shall
be conclusively deemed to be the amount of the Guaranteed Obligations
guaranteed under this Guaranty, notwithstanding that any present or future law
or court decision or ruling may have the effect of reducing the amount of any
deficiency claim to which Agent and Secured Parties might otherwise be entitled
but for such bidding at any such sale.


 


2.10                           Funds
Transfers.  If any Guarantor shall
engage in any transaction as a result of which Borrower is required to make a
mandatory prepayment with respect to the Guaranteed Obligations under the terms
of the Credit Agreement (including any issuance or sale of such Guarantor’s
Stock or any sale of its assets), such Guarantor shall distribute to, or make a
contribution to the capital of, Borrower an amount equal to the mandatory
prepayment required under the terms of the Credit Agreement.


 


3.                    DELIVERIES.


 


Each Guarantor shall deliver to Agent (in form and
substance satisfactory to Agent, with sufficient copies for each Lender),
concurrently with the execution of this Guaranty and the Credit Agreement, the
Loan Documents and other instruments, certificates and documents as are
required to be delivered by each Guarantor to Agent under the Credit Agreement.


 


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4.                    REPRESENTATIONS
AND WARRANTIES.


 


To induce Lenders to make the Loans and incur Letter
of Credit Obligations under the Credit Agreement and to induce the other
Secured Parties to make financial accommodations to Borrower (for the benefit
of Borrower or any Credit Party) under the applicable Loan Documents, each
Guarantor hereby makes the representations and warranties as to it contained in
the Credit Agreement, each of which is incorporated herein by reference and
each Guarantor further agrees to take, or refrain from taking, as the case may
be, each action necessary to be taken or not taken, as the case may be, so that
no Default or Event of Default is caused by the failure to take such action or
to refrain from taking such action by such Guarantor.


 


5.                    FURTHER
ASSURANCES.


 


Each Guarantor agrees, upon the written request of
Agent to execute and deliver to Agent, from time to time, any additional
instruments or documents considered reasonably necessary by Agent to cause this
Guaranty to be, become or remain valid and effective in accordance with its
terms.


 


6.                    PAYMENTS
FREE AND CLEAR OF TAXES.


 


Any and all payments or reimbursements made or
required to be made by any Guarantor hereunder shall be made free and clear of
and without deduction for any and all Charges, taxes, levies, imposts,
deductions or withholdings, and all liabilities with respect thereto of any
nature whatsoever imposed by any taxing authority (in each case, other than any
Excluded Taxes) in accordance with the provisions of Section 1.12 of the
Credit Agreement.


 


7.                    OTHER
TERMS.


 


7.1                                 Entire
Agreement.  This Guaranty, together
with the other Loan Documents, constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements relating to a guaranty of the loans and advances under the Loan
Documents and/or the Guaranteed Obligations.


 


7.2                                 Headings.  The headings in this Guaranty are for
convenience of reference only and are not part of the substance of this
Guaranty.


 


7.3                                 Severability.  Whenever possible, each provision of this
Guaranty shall be interpreted in such a manner to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.


 


7.4                                 Notices.  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 or serve upon another any such
communication with respect to this Guaranty, each such notice, demand, request,
consent, approval, declaration or other communication shall be in writing and
shall be given as provided in Section 9.3 of the Credit Agreement.


 


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7.5                                 Successors
and Assigns.  This Guaranty and all
Obligations of Guarantors hereunder shall be binding upon the successors and
assigns of each Guarantor (including a debtor-in-possession on behalf of such
Guarantor) and shall, together with the rights and remedies of Agent, for
itself and for the benefit of Secured Parties, hereunder, inure to the benefit
of Agent and Secured Parties, all future holders of any instrument evidencing
any of the Obligations and their respective successors and assigns.  No sales of participations, other sales,
assignments, transfers or other dispositions of any agreement governing or
instrument evidencing the Obligations or any portion thereof or interest
therein shall in any manner affect the rights of Agent and Secured Parties
hereunder.  Guarantors may not assign,
sell, hypothecate or otherwise transfer any interest in or obligation under
this Guaranty.


 


7.6                                 No
Waiver; Cumulative Remedies; Amendments. 
Neither Agent nor any Secured Party shall by any act, delay, omission or
otherwise be deemed to have waived any of its rights or remedies hereunder, and
no waiver shall be valid unless in writing, signed by Agent and then only to
the extent therein set forth.  A waiver
by Agent, for itself and the ratable benefit of Secured Parties, of any right
or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which Agent would otherwise have had on any future occasion.  No failure to exercise nor any delay in
exercising on the part of Agent, any Lender or any other Secured Party, any
right, power or privilege hereunder, shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege hereunder
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege.  The rights
and remedies hereunder provided are cumulative and may be exercised singly or
concurrently, and are not exclusive of any rights and remedies provided by
law.  None of the terms or provisions of
this Guaranty may be waived, altered, modified, supplemented or amended except
by an instrument in writing, duly executed by Agent and Guarantors.


 


7.7                                 Termination.  This Guaranty is a continuing guaranty and
shall remain in full force and effect until the Termination Date.  Upon payment and performance in full of the
Guaranteed Obligations, Agent shall deliver to Guarantors such documents as
Guarantors may reasonably request to evidence such termination in accordance
with the Credit Agreement.


 


7.8                                 Counterparts.  This Guaranty may be executed in any number
of counterparts, each of which shall collectively and separately constitute one
and the same agreement.


 


7.9                                 GOVERNING
LAW.


 


THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.


 


7.10                           WAIVER
OF JURY TRIAL.


 


EACH GUARANTOR AND AGENT WAIVES ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE


 


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RELATIONSHIP ESTABLISHED IN CONNECTION WITH THIS
GUARANTY AND THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR
THERETO.


 


7.11                           Limitation
on Guaranteed Obligations of Subsidiary Guarantors.  Notwithstanding any provision herein
contained to the contrary, each Subsidiary Guarantor’s liability hereunder
shall be limited to an amount not to exceed as of any date of determination the
greater of:


 


(a)                                  the
net amount of all Loans and other extensions of credit (including Letters of
Credit) advanced under the Credit Agreement or other Loan Documents and
directly or indirectly re-loaned or otherwise transferred to, or incurred for
the benefit of, such Subsidiary Guarantor, plus interest thereon at the
applicable rate specified in the Credit Agreement or other applicable Loan
Document; or


 


(b)                                 the
amount which could be claimed by the Agent and Lenders from such Guarantor
under this Guaranty without rendering such claim voidable or avoidable under Section 548
of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform
Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute
or common law after taking into account, among other things, such Subsidiary
Guarantor’s right of contribution and indemnification from each  other Guarantor under Section 7.12.


 


7.12                           Contribution
with Respect to Guaranteed Obligations.


 


(a)                                  To
the extent that any Subsidiary Guarantor shall make a payment under this
Guaranty of all or any of the Guaranteed Obligations (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or
concurrently made by the other Guarantors, exceeds the amount which such
Subsidiary Guarantor would otherwise have paid if each Guarantor had paid the
aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the
same proportion that such Subsidiary Guarantor’s Allocable Amount (as defined
below) (in effect immediately prior to such Guarantor Payment) bore to the
aggregate Allocable Amounts of all of Guarantors in effect immediately prior to
the making of such Guarantor Payment, then, following payment in full in
cash of the Guaranteed Obligations and termination of the Revolving Loan
Commitments, such Subsidiary Guarantor shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each of
the other Guarantors for the amount of such excess, pro  rata
based upon their respective Allocable Amounts in effect immediately prior to
such Guarantor Payment.


 


(b)                                 As
of any date of determination, the “Allocable Amount” of any Guarantor
shall be equal to the maximum amount of the claim which could then be recovered
from such Guarantor under this Guaranty without rendering such claim voidable
or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under
any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent
Conveyance Act or similar statute or common law.


 


(c)                                  This
Section 7.12 is intended only to define the relative rights of
Guarantors and nothing set forth in this Section 7.12 is intended
to or shall impair the


 


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obligations of
Guarantors, jointly and severally, to pay any amounts as and when the same
shall become due and payable in accordance with the terms of this Guaranty.


 


(d)                                 The
rights of the parties under this Section 7.12 shall be exercisable
upon the full payment of the Guaranteed Obligations and the termination of the
Credit Agreement and the other Loan Documents.


 


(e)                                  The
parties hereto acknowledge that the rights of contribution and indemnification
hereunder shall constitute assets of any Guarantor to which such contribution
and indemnification is owing.


 


8.                    ADDITIONAL
GUARANTORS.


 


Each Guarantor agrees that, if, pursuant to Section 2.8(c) of
the Credit Agreement, Borrower or any other Credit Party shall be required to
cause any Subsidiary thereof that is not a Guarantor to become a Guarantor
hereunder, or if for any reason Borrower or any other Credit Party desires any
such Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute
and deliver to Agent a Guaranty Supplement in substantially the form of Exhibit A
(Guaranty Supplement) attached
hereto, together with the applicable Joinder Agreement required to be delivered
to Agent pursuant to Section 2.8(c) of the Credit Agreement, and
shall thereafter for all purposes be a party hereto and have the same rights,
benefits and obligations as a Guarantor party hereto on the Amendment and
Restatement Date.


 


9.                    SECURITY.


 


To secure payment of each Guarantor’s obligations
under this Guaranty, concurrently with the execution of this Guaranty, each
Guarantor has entered into (a) the Security Agreement pursuant to which
each Guarantor has granted to Agent for the benefit of Lenders a security
interest in substantially all of its personal property and (b) the Pledge
Agreement pursuant to which each Guarantor has pledged all of the Stock of each
of its Subsidiaries to Agent for the benefit of Secured Parties.


 


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IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Guaranty as of the date first above written.


 


	
   

  	
  NEFF RENTAL LLC, as Parent Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Mark Irion

  	
   

  
	
   

  	
  Title: Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC., as a Subsidiary Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Mark Irion

  	
   

  
	
   

  	
  Title: Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF FINANCE CORP., as a Subsidiary Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Mark Irion

  	
   

  
	
   

  	
  Title: Chief Financial Officer

  	
   

  



 


[SIGNATURE PAGE TO NEFF RENTAL,
INC. AMENDED AND RESTATED GUARANTY]


 





















 


	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION,

  	
   

  
	
   

  	
  as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Its Duly Authorized Signatory

  	
   

  



 





















 


EXHIBIT A


 


FORM OF
GUARANTY SUPPLEMENT 


 


The undersigned hereby agrees to be bound as a Guarantor for purposes
of the Amended and Restated Guaranty, dated as of July 8, 2005 (the “Guaranty”),
among Neff Rental LLC (“Parent Guarantor”) and certain of its
Subsidiaries listed on the signature pages thereof and acknowledged by
General Electric Capital Corporation (“GE Capital”), as Agent, and the
undersigned hereby acknowledges receipt of a copy of the Guaranty.


 


The undersigned hereby represents and warrants that each of the
representations and warranties contained in that certain Amended and Restated
Credit Agreement, dated as of July 6, 2005 (as from time to time amended,
restated, supplemented or otherwise modified, the “Credit Agreement”),
by and among Parent Guarantor, Neff Rental, Inc., Neff Finance Corp., each
of the other Persons named therein as Credit Parties, the Persons signatory
thereto from time to time as Lenders, GE Capital, as the initial L/C Issuer and
as Agent, applicable to the undersigned is true and correct on and as the date
hereof as if made on and as of such date.


 


IN WITNESS WHEREOF,
the undersigned has caused this Guaranty Supplement to be duly executed and
delivered as of                     ,
20      .


 


 


	
   

  	
  [NAME OF SUBSIDIARY GUARANTOR]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Mark Irion

  	
   

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  	
   

  



 


	
  ACKNOWLEDGED AND AGREED

  
	
  as of
                                     ,
  20      :

  
	
   

  
	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
  as Agent

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Its Duly Authorized Signatory