EXHIBIT 10.8


 


MANAGEMENT
SERVICES AGREEMENT


 


 


Dated as of June 3, 2005


 


By and among


 


NEFF CORP.,


 


NEFF RENTAL, INC.


 


AND


 


ODYSSEY INVESTMENT PARTNERS,
LLC


 





















 


MANAGEMENT
SERVICES AGREEMENT


 


This Management Services Agreement (this “Agreement”),
dated as of June 3, 2005 is entered into by and among Neff Corp., a
Delaware corporation (the “Company”), Neff Rental, Inc., a Florida
corporation and wholly owned subsidiary of the Company (“Neff Rental”
and together with the Company, “Neff”) and Odyssey Investment Partners,
LLC, a Delaware limited liability company (“Odyssey”).


 


WHEREAS, the Company is an indirectly
majority-owned subsidiary of Odyssey Investment Partners Fund III, LP, a
Delaware limited partnership (the “Fund”) and an affiliate of Odyssey;


 


WHEREAS, pursuant to the Recapitalization
Agreement (the “Recapitalization Agreement”), dated as of April 6,
2005, by and among the Company and Iron Merger Sub, Inc. (“Merger Sub”),
a Delaware corporation and wholly-owned subsidiary of Iron Merger Partnership,
a Delaware general partnership which is controlled by the Fund and Odyssey,
Merger Sub will merge with and into the Company, with the Company being the
surviving corporation (the “Merger”); and


 


WHEREAS, Odyssey and Neff agree that it is in
the best interests of Neff for Odyssey to provide certain management services
described herein to Neff following the Merger pursuant to the terms and
conditions set forth herein.


 


AGREEMENT


 


NOW THEREFORE, in consideration of the
premises and mutual agreements set forth in this Agreement, and subject to the
terms and conditions set forth herein, the parties hereby agree as follows:


 


1.                   SERVICES.


 


Odyssey or an affiliate of Odyssey shall advise and assist the board of
directors and the management of the Company regarding the formulation and
implementation of the business strategies for Neff. Odyssey shall use its
reasonable efforts to identify and assist the Company in evaluating corporate
opportunities with respect to Neff, including opportunities that relate to
acquisitions, financings, sales, marketing, and general corporate strategy, and
to assist Neff with respect to lender, security holder and public and
government relations matters. The precise nature of the services to be
performed hereunder by Odyssey shall be determined by the mutual agreement of
Odyssey and the board of directors of the Company from time to time, and
Odyssey shall devote such time and resources as are appropriate to provide such
services. In connection with rendering services hereunder, Odyssey shall
designate certain of its principals and employees to serve on the board of
directors of the Company and the Company shall nominate such individuals to be
elected as directors by the stockholders of the Company.


 





















 


2.                   CONSIDERATION.


 


The Company shall:


 


2.1                       during the Term, retain Odyssey
or an affiliate of Odyssey to participate in the negotiation and consummation
of any acquisition or similar transactions by the Company or any of its direct
or indirect subsidiaries, and pay to Odyssey (or such persons as are designated
by Odyssey) a fee in connection therewith as determined by mutual agreement of
Odyssey and the Board of Directors of the Company (the “Acquisition Fee”).  The Acquisition Fee shall be due and payable
by the Company for the foregoing services on demand of Odyssey at or after the
closing of any such transaction.


 


2.2                       Each payment made pursuant to
this Section 2 shall be paid by wire transfer of immediately available
funds to such account of Odyssey (or such designee of Odyssey) as Odyssey designates.


 


3.                   SUBORDINATION;
TERM


 


3.1                       Notwithstanding the foregoing,
nothing in this Agreement shall obligate the Company to make any payment that
is prohibited by Section 3.5(d) of the Credit Agreement.  For purposes of this Agreement,  “Credit Agreement” means the Credit Agreement
dated June 3, 2005 among the Company, Neff Rental, as Borrower, the other
parties party thereto that are designated as Credit Parties, General Electric
Capital Corporation, as Agent, GECC Capital Markets Group, as lead arranger and
the other financial institutions party from time to time thereto, as amended,
changed, restated, replaced, refinanced, refunded, or otherwise modified.


 


3.2                       This Agreement shall take effect
as of the date first above written and shall continue until the earliest of
(the “Term”): (i) the sale or disposition of shares of the Company’s
common stock to the public pursuant to one or more effective registration
statements under the Securities Act of 1933, as amended, which results in the
sale to the public of at least 30% of the Company’s outstanding shares of
Company’s common stock pursuant to such registration statements, (ii) the
date that Odyssey and its affiliates or limited partners of its affiliates no
longer retain ownership of at least 50.0% the shares of common stock or other
equity interests of the Company or (iii) termination by the mutual
agreement of the Company and Odyssey.


 


4.                   REIMBURSEMENT;
INDEMNIFICATION.


 


4.1                       Reimbursement.  In addition, Neff, jointly and severally,
agrees to reimburse Odyssey, its affiliates and their respective directors,
officers, employees, agents, partners, and controlling persons (each an “Indemnified
Party”) promptly upon demand for reasonable out-of-pocket expenses
(including reasonable fees and expenses of legal counsel) as they are incurred
after the date hereof in connection with the transactions contemplated by the


 


2





















 


Recapitalization Agreement, any acquisition
or transaction by the Company or any of its direct or indirect subsidiaries as
contemplated under Section 2.1 of this Agreement, any debt or equity
financing by the Company or any of its direct or indirect subsidiaries,
including, without limitation, as a result of the investigation of, preparation
for or defense of any pending or threatened claim, or any litigation,
proceeding or other action in respect of the engagement of Odyssey under this
Agreement, or any actions taken or omitted or services performed under, by or
in connection with this Agreement or otherwise as a result of this
Agreement.  In addition, in the event
that any officer, member or employee of Odyssey or any of its affiliates
performs, at Neff’s request, consulting, management or other services on a full
or part-time basis for Neff or any of its subsidiaries in replacement of or as
a supplement to one or more current employees, Neff shall compensate Odyssey or
such officer or employee: (i) in the case of a replacement employee, at a
rate equal to the compensation received by the employee or employees replaced
by such officer or employee or in a manner appropriate for such services
provided or (ii) in the case of a supplement to Neff’s current employees,
at a rate to be mutually agreed upon by Neff and Odyssey.


 


4.2                       Indemnification.  Neff, jointly and severally, also agrees to
indemnify and hold harmless each Indemnified Party from and against any and
all costs, losses, claims, damages and liabilities, to which any Indemnified
Party may become subject as a result of any services performed pursuant to this
Agreement or otherwise as a result of this Agreement, including any amount paid
in settlement of any litigation or other action (commenced or threatened); provided,
however, that Neff shall not be liable pursuant to this Section 4.2
in respect of any cost, loss, claim, damage or liability to the extent that a
court having competent jurisdiction shall have determined by final judgment
(not subject to further appeal) that such cost, loss, claim, damage or
liability resulted from the willful misfeasance or gross negligence of such
Indemnified Party. The provisions of this Section 4 shall survive any
termination of this Agreement.


 


5.                   MISCELLANEOUS.


 


5.1                       Entire Agreement.  This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.


 


5.2                       Assignment.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that neither the Company nor Neff
Rental may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the consent of the other party hereto.


 


5.3                       Governing Law.  This Agreement shall be governed by and
construed in accordance with the law of the State of New York, without regard
to the conflicts of law rules of such state.


 


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5.4                       Severability.  If any term or other provision of this
Agreement is held to be invalid, illegal or incapable of being enforced by
reason of any law or public policy, all other terms and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.


 


5.5                       Captions.  The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.


 


5.6                       Amendment and Waiver.  Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by the Company and Odyssey, or in the
case of a waiver, by the party against whom the waiver is to be effective.  No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.


 


5.7                       Independent Contractor.  It is understood and agreed that Odyssey
shall for all purposes hereof be deemed to be an independent contractor and
shall not, unless otherwise expressly authorized by Neff, have any authority to
act for or represent Neff in any way, execute any transaction on behalf of Neff
or otherwise be deemed an agent of Neff. 
No federal, state or local withholding deductions shall be withheld from
the fees and other amounts payable to Odyssey pursuant to this Agreement unless
otherwise required by law.


 


5.8                       Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when
each party hereto shall have received a counterpart hereof signed by the other
party hereto.


 


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IN WITNESS WHEREOF, the Company, Neff Rental,
and Odyssey have duly executed and delivered this Agreement or have caused this
Agreement to be duly executed on their respective behalf by their respective
officers thereunto duly authorized, as of the day and year first above written.


 


	
   

  	
  NEFF CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  NEFF RENTAL, INC.,

  	
   

  
	
   

  	
  a Florida corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
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  ODYSSEY INVESTMENT PARTNERS, LLC,

  	
   

  
	
   

  	
  a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
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