Exhibit 10.11


 


June 3, 2005


 


New York Life Investment
Management Mezzanine Partners, LP


c/o New York Life Capital
Partners


51 Madison Avenue, Room 3009


New York, NY  10010


Attention: Thomas
Haubenstricker, James Barker and Paul Roberts


 


Ladies and Gentlemen:


 


This
letter agreement is entered into in connection with the acquisition by New York
Life Investment Management Mezzanine Partners, LP (“NY Life”) of common stock
of Neff Corp. (the “Company”).  The
Company and Neff Rental, Inc. (“Neff Rental”) hereby agree that NY Life
shall have the rights set forth below with respect to the Company, Neff Rental
and their subsidiaries.  Such rights
shall be in addition to those specified in the Stockholders Agreement of Neff
Corp., dated as of June 3, 2005, among the Company, NY Life, and certain
other parties (the “Stockholders Agreement”) and are intended, together with NY
Life’s rights under the Stockholders Agreement, to constitute “management
rights” within the meaning of 29 C.F.R. § 2510.3-101(d)(3)(ii) (the “Plan
Asset Regulations”).


 


(a)           The Company, Neff
Rental, and their subsidiaries shall provide to NY Life true and correct copies
of all documents, reports, financial data, and other information that NY Life
may reasonably request.  NY Life shall have
the right, upon reasonable advance notice, to visit and inspect any of the
Company’s, Neff Rental’s and their subsidiaries’ properties and to inspect and
to copy their books of account and records. 
Officers of the Company, Neff Rental and their subsidiaries, upon
reasonable advance notice, shall be available at such times as NY Life may
reasonably request to discuss with NY Life the affairs, finances, and accounts
of the Company, Neff Rental, and their subsidiaries.


 


(b)           NY Life shall have
the right to consult with and advise management of the Company, Neff Rental,
and their subsidiaries, upon reasonable advance notice and at reasonable times
from time-to-time, on all matters relating to the operations of the Company,
Neff Rental, and their subsidiaries, including but not limited to annual
operating plans and budgets and significant purchases or sales of property.


 


(c)           For so long as NY
Life has the right to attend and observe meetings of the board of directors of
the Company pursuant to the terms of the Stockholders Agreement, NY Life shall
have the right to attend and observe meetings of


 





















 


the board of directors of Neff Rental, the Company’s
other subsidiaries and Neff Rental’s subsidiaries on the same terms and
conditions that NY Life has the right to attend and observe meetings of the
board of directors of the Company.


 


The Company, Neff Rental,
and their subsidiaries shall consider, in good faith, recommendations made by
NY Life in connection with the exercise of the rights described above.  NY Life agrees to hold in confidence any
confidential information provided to it in connection with the rights described
above, and will require that its representatives agree to do the same, provided
that nothing shall prohibit the disclosure of any such confidential information
to the extent required by applicable law or legal process.


 


This letter agreement may not be amended except by a written instrument
signed by the parties hereto.  The
Company and Neff Rental agree that if legal counsel for NY Life reasonably
concludes that the rights granted hereby and pursuant to the Stockholders
Agreement should be modified or expanded in order for NY Life to be treated as
holding “management rights” (as defined in the Plan Asset Regulations) with
respect to its investment in the Company, the Company and Neff Rental will
cooperate and negotiate in good faith to mutually agree to amendments to this
letter agreement to effect such changes so that NY Life will be treated as
holding such management rights; provided, however, that no such changes shall
be made to the extent that doing so would have a material adverse effect on the
business or operations of the Company, Neff Rental, and their subsidiaries.


 


This letter agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.  In the event that NY Life transfers shares of
common stock of the Company to one or more Permitted Transferees (as defined in
the Stockholders Agreement) of NY Life, each such Permitted Transferee shall be
afforded the same rights as are afforded to NY Life and its Permitted
Transferees hereunder and under Sections 12(b) and 12(c) of the
Stockholders Agreement, and prior to, or concurrently with, the transfer of
shares to each such Permitted Transferee, the Company and Neff Rental shall
enter into a letter agreement with the Permitted Transferee that is identical
to this letter agreement except that it shall be addressed to the Permitted
Transferee and shall also provide the Permitted Transferee with the same rights
as afforded to NY Life and its Permitted Transferees under Sections 12(b) and
12(c) of the Stockholders Agreement.


 


2





















 


Notwithstanding anything
in this letter agreement or in the Stockholders Agreement to the contrary, in
no event shall NY Life, New York Life Capital Partners II, L.P., NYLIM Mezzanine Partners Parallel Fund, LP
and their Permitted Transferees have the right to appoint more than four
Observers (as defined in Section 12(b) of the Stockholders Agreement)
in total.


 


The contractual rights set forth in this letter
agreement will terminate and be of no further force or effect as of the date
that NY Life and its Permitted Transferees cease to satisfy the stock ownership
requirement set forth in Section 12(b) of the Stockholders Agreement
(relating to the right of Observers to attend meetings of the Company’s board
of directors);
provided, however, that the confidentiality obligations shall survive in
perpetuity.


 


NY Life, the Company and Neff Rental agree that this letter agreement
shall be governed by and construed in accordance with the laws of the state of
New York, excluding any laws thereof which would direct application of law of
another jurisdiction.


 


 


	
   

  	
  Very
  truly yours

  
	
   

  	
   

  
	
   

  	
  NEFF
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEFF
  RENTAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


3





















 


	
  Agreed
  and Accepted:

  
	
   

  
	
  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:

  	
   

  	
   

  
	
   

  	
  Name:
  Kevin A. Smith

  	
   

  
	
   

  	
  Title:
  Authorized Signatory

  	
   

  



 


4





















 


July 8, 2005


 


New York Life Investment
Management Mezzanine Partners, LP


c/o New York Life Capital
Partners


51 Madison Avenue, Room 3009


New York, NY 10010


Attention: Thomas
Haubenstricker, James Barker and Paul Roberts


 


Ladies and Gentlemen:


 


In
connection with the proposed restructuring of the Neff Corp affiliated group,
this letter confirms that for purposes of the letter agreement, dated June 3,
2005, entered into among Neff Corp (“Neff”), Neff Rental, Inc. (Neff
Rental”) and New York Life Investment Management Mezzanine Partners, LP (the “Management
Rights Letter”), (a) the term “subsidiaries” as used in the Management
Rights Letter includes limited liability companies and partnerships that are
majority-owned or controlled by Neff or Neff Rental, directly or indirectly,
and (b) the term “board of directors” as used in the Management Rights
Letter, includes, with respect to any subsidiary that is not a corporation, the
body or entity that, with respect to such subsidiary, has duties and
responsibilities similar to that of a board of directors.


 


This letter constitutes an amendment to the Management Rights Letter.


 


[signature page follows]


 


5





















 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEFF CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Irion

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Irion

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Irion

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Irion

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  



 


	
  Agreed and Accepted:

  
	
   

  
	
  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:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


Amendment to

New York Life Investment Management Mezzanine Partners, LP Management Rights
Letter


 


6





















 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEFF CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
  Agreed and Accepted:

  
	
   

  
	
  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/ James M. Barker V

  	
   

  
	
   

  	
  Name:

  	
  James M. Barker V

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  



 


 


Amendment to

New York Life Investment Management Mezzanine Partners, LP Management Rights
Letter


 


7