EXHIBIT 4.7


 


EXECUTION COPY


 


Amendment/Assignment Agreement


 


This AGREEMENT (this “Agreement”),
dated as of June 30, 2005, is entered into by and among Neff Corp. (the “Parent”), Neff Rental LLC (the “Company”),
Neff Finance Corp. (“Finance Corp”
and, together with the Company, the “Issuers”), Neff
Rental, Inc. (“Neff Rental”)
and DLJ Investment Partners II, L.P., DLJ Investment Partners, L.P., DLJIP II
Holdings, L.P., TCW/Crescent Mezzanine Partners III, L.P., TCW/Crescent
Mezzanine Trust III, TCW/Crescent Mezzanine Partners III Netherlands,
L.P., KKR Financial Corp., New York Life Investment Management Mezzanine
Partners, LP and NYLIM Mezzanine Partners Parallel Fund, LP. (collectively, the
“Purchasers”).


 


RECITALS:


 


WHEREAS, the
Parent, Neff Rental, as guarantor, and the Purchasers are party to a Purchase
Agreement (the “Purchase Agreement”) dated June 3,
2005 relating to the purchase of the Parent’s 13% Senior Subordinated Notes due
2013 (the “Notes”);


 


WHEREAS, the
Parent, Neff Rental, as guarantor, and the Purchasers are party to a
Registration Rights Agreement (the “Registration Rights
Agreement”) dated June 3, 2005 relating to certain registration
rights relating to the Notes;


 


WHEREAS, the
Parent, Neff Rental, as guarantor, and Wells Fargo Bank, National Association
(the “Trustee”) are party to an Indenture
(the “Indenture” and, collectively with the
Purchase Agreement, the Notes and the Registration Rights Agreement, the “Operative Documents”) dated June 3, 2005 pursuant to
which the Notes were issued;


 


WHEREAS, the
Company is a newly-formed wholly-owned subsidiary of the Parent and Finance
Corp. is a newly-formed wholly-owned subsidiary of the Company;


 


WHEREAS, the
Parent is effecting a restructuring (the “Restructuring”)
whereby all of its assets and liabilities will be transferred to the Company,
and Finance Corp has agreed to become jointly and severally liable for all
obligations under the Operative Documents; and


 


WHEREAS, the
parties hereto desire that the rights and obligations of the Parent under the Operative
Documents be assigned to and assumed by the Company and Finance Corp.;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


Section  1.                                         Definitions.  Capitalized terms used but not otherwise
defined herein shall have the meanings assigned thereto in the Indenture.


 





















 


Section  2.                                         Purchase
Agreement.  The Parent hereby sells,
assigns, conveys and transfers to the Issuers all of the Parent’s right, title
and interest in, to and under the Purchase Agreement and is hereby
automatically and unconditionally released from all of its duties, obligations,
terms, provisions and covenants under the Purchase Agreement.  The Issuers, on a joint and several basis,
hereby expressly assume and agree to observe and perform all of the duties,
obligations, terms, provisions and covenants of the Parent under the Purchase
Agreement.


 


Section  3.                                         Registration
Rights Agreement.  The Parent hereby
sells, assigns, conveys and transfers to the Issuers all of the Parent’s right,
title and interest in, to and under the Registration Rights Agreement and is
hereby automatically and unconditionally released from all of its duties,
obligations, terms, provisions and covenants under the Registration Rights
Agreement.  The Issuers, on a joint and
several basis, hereby expressly assume and agree to observe and perform all of
the duties, obligations, terms, provisions and covenants of the Parent under
the Registration Rights Agreement.


 


Section  4.                                         Indenture
and Notes.  The Parent, Neff Rental
and the Issuers agree to cause the Indenture to be amended and restated in the
form attached hereto as Exhibit A.  Each
of the Purchasers, as a holder of the Notes, hereby consents to such amendment
and restatement.  Following the
Restructuring and the amendment and restatement of the Indenture, the Parent
shall be discharged from its obligations under the Indenture.  The Issuers agree to issue new Notes (guaranteed
by Neff Rental) under the Indenture, as so amended and restated, to each
Purchaser in exchange for a like principal amount of Notes currently held by
each such Purchaser.


 


Section  5.                                         Conditions.  The effectiveness of this Agreement is
subject to the following conditions precedent:


 


(1)                                  This Agreement shall
have been executed and delivered by the Parent, the Issuers, Neff Rental and
Purchasers holding a majority of the outstanding principal amount of the Notes;


 


(2)                                  The representations
and warranties contained in Section 6 hereof shall be true and correct;


 


(3)                                  A fully-executed
amended and restated Indenture in the form of Exhibit A hereto shall have
been delivered to the Purchasers by the Parent, Neff Rental and the Issuers;


 


(4)                                  The Purchasers shall
have received an opinion of Latham & Watkins LLP, counsel for the
Issuers and Neff Rental, substantially in the form attached hereto as Exhibit B;


 


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(5)                                  The Purchasers shall
have received an opinion of Baker & McKenzie, Florida counsel to Neff
Rental, substantially in the form attached hereto as Exhibit C;


 


(6)                                  The Purchasers shall
have received secretary certificates of the Issuers and Neff Rental,
substantially in the form of the secretary certificates delivered to the
Purchasers on the Issue Date;


 


(7)                                  The Purchasers shall
have received good standing certificates for the Issuers and bring-down good
standing certificates for Neff Rental;


 


(8)                                  All reasonable costs
and expenses associated with the preparation, execution, delivery,
administration, and enforcement of this Agreement, including, without
limitation, the reasonable fees and expenses of the Purchasers’ counsel, shall
have been paid;


 


(9)                                  The Restructuring
shall have been completed;


 


(10)                            The Issuers and the Parent
shall have entered into Venture Capital Operating Company agreements with each
of DLJ Investment Partners II, L.P., TCW/Crescent Mezzanine Partners III, L.P.,
TCW/Crescent Mezzanine Partners III Netherlands, L.P., New York Life Investment
Management Mezzanine Partners, LP and NYLIM Mezzanine Partners Parallel Fund,
LP in form and substance reasonably acceptable to such Purchasers.


 


Section  6.                                         Representations
and Warranties.


 


(1)                                  The representations
and warranties of the Parent, the Issuers and Neff Rental contained in the
Operative Documents are true and correct in all material respects as of the
date hereof, except (i) to the extent that any such representation or
warranty relates to a specific date, in which case such representation and
warranty shall be true and correct in all material respects as of such earlier
date and (ii) such representations and warranties that are qualified by
materiality, which shall be true and correct in all respects as of such dates;


 


(2)                                  The execution,
delivery and performance of this Agreement by the Parent, the Issuers and Neff
Rental are within each of their respective powers, have been duly authorized by
all necessary action pursuant to their respective organizational documents,
require no further action by or in respect of, or filing with, any governmental
body, agency or official and do not violate, conflict with or cause a breach or
a default under any provision of applicable law or regulation or of any of
their organizational documents or of any agreement, judgment, injunction,
order, decree or other instrument binding upon any of them;


 


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(3)                                  This Agreement
constitutes the valid and binding obligation of the Parent, the Issuers and Neff
Rental, enforceable against such Persons in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws;


 


(4)                                  No Default or Event
of Default under the Indenture has occurred and is continuing or will occur as
a result of the Restructuring; and


 


(5)                                  After giving effect
to the Restructuring, the Parent will be a holding company whose sole asset
will be the membership interests in the Company and the Parent will have no Indebtedness.


 


Section  7.                                         No
Waiver.   Nothing contained herein
shall be deemed to constitute a waiver of compliance with any other term or
condition contained in any of the Operative Documents or constitute a course of
conduct or dealing among the parties. 
Except as expressly stated herein, (a) the Purchasers reserve all
rights, privileges and remedies under the Operative Documents and (b) the
Operative Documents remain unmodified and in full force and effect; provided, however, that
the Parent shall be unconditionally released from all of its duties,
obligations, terms, provisions and covenants under the Operative Documents.


 


Section  8.                                         Reaffirmation.  Neff Rental hereby ratifies and reaffirms all
of its payment and performance obligations, contingent or otherwise, under its
Guarantee and under each of the Operative Documents (after giving effect
hereto).


 


Section  9.                                         Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original and each of which shall constitute
one and the same instrument.  Delivery of
an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement.


 


Section  10.                                   Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
(without giving effect to any provision thereof relating to conflicts of laws).


 


 


[Signature Pages Follow]


 


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IN WITNESS
WHEREOF, the parties have caused this Agreement to be duly executed as of the
day and year first written above.


 


	
   

  	
  NEFF CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEFF FINANCE CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 





















 


	
  Consented
  and Agreed to By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DLJ
  INVESTMENT PARTNERS II, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  DLJ
  Investment Partners II, Inc.,

  	
   

  	
   

  
	
   

  	
  as its
  managing general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DLJ
  INVESTMENT PARTNERS, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  DLJ
  Investment Partners II, Inc.,

  	
   

  	
   

  
	
   

  	
  as its
  managing general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DLJIP II
  HOLDINGS, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  DLJ Investment
  Partners II, Inc.,

  	
   

  	
   

  
	
   

  	
  as its
  general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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  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:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 





















 


	
  KKR FINANCIAL
  CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 





















 


	
  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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NYLIM MEZZANINE
  PARTNERS PARALLEL

  	
   

  	
   

  
	
  FUND, 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

  	
   

  	
   

  	
   

  



 





















 


Exhibit A


 


 


Form of Amended and
Restated Indenture


 





















 


Exhibit B


 


 


Form of Opinion of Latham &
Watkins LLP


 





















 


Exhibit C


 


 


Form of Opinion of Baker &
McKenzie