EXHIBIT 10.5


 


EXECUTION COPY


 


PLEDGE AGREEMENT


 


This
PLEDGE AGREEMENT dated as of July 8, 2005 (together with all amendments,
if any, from time to time hereto, this “Agreement”), by and among NEFF
RENTAL LLC, a Delaware limited liability company (“Neff LLC”), NEFF
FINANCE CORP., a Delaware corporation (“Neff Finance” and, together with
Neff LLC, the “Borrowers” and each, a “Borrower”), NEFF RENTAL,
INC., a Florida corporation (“NEFF”) and each other Person which becomes
party hereto as a Pledgor pursuant to Section 22 of this Agreement (such
Persons, together with the Borrowers and NEFF, collectively, the “Pledgors”
and each, a “Pledgor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
collateral agent (in such capacity, the “Agent”) for the benefit of the
Secured Parties (as defined below).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Indenture dated as of the date hereof (as from time to time
amended, restated, supplemented or otherwise modified, the “Indenture”),
among the Borrowers, NEFF, each of the other Persons named therein as a
Guarantor (as defined in the Indenture) and Wells Fargo Bank, National
Association, as Trustee (as defined in the Indenture), the Borrowers are
co-issuing $245,000,000 aggregate principal amount of their 111⁄4% Second Priority
Senior Secured Notes Due 2012 and may issue, from time to time, additional
notes in accordance with the provisions of the Indenture (collectively, the “Notes”);


 


WHEREAS,
each Pledgor is the record and beneficial owner of the shares of Stock listed
in Part A of Schedule I hereto and the owner of the
promissory notes and Instruments listed in Part B of Schedule I
hereto;


 


WHEREAS,
each Pledgor will derive direct and indirect economic benefits from the
issuance of the Notes and other financial accommodations provided to the
Borrowers and the other Pledgors pursuant to the Indenture;


 


WHEREAS,
in order to induce the Trustee and Agent to enter into the Note Documents to
which each is a party, each Pledgor has agreed to pledge the Pledged Collateral
to the Agent in accordance herewith;


 


NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter
contained and to induce the Trustee to enter into the Indenture and the other
Note Documents, it is agreed as follows:


 


1.                                       Definitions.  Unless otherwise defined
herein, terms defined in the Indenture are used herein as therein defined, and
the following shall have (unless otherwise provided elsewhere in this
Agreement) the following respective meanings (such meanings being equally
applicable to both the singular and plural form of the terms defined):


 


“Act”
has the meaning specified in Section 8(c).


 





















 


“Chattel
Paper” means any “chattel paper,” as such term is defined in the Code,
including electronic chattel paper, now owned or hereafter acquired by any
Credit Party, wherever located.


 


“Code”
means the Uniform Commercial Code as the same may, from time to time, be
enacted and in effect in the State of New York; provided, that to the
extent that the Code is used to define any term herein or in any Note Document
and such term is defined differently in different Articles of the Code, the
definition of such term contained in Article 9 shall govern; provided
further, that in the event that, by reason of mandatory provisions of law, any
or all of the attachment, perfection or priority of, or remedies with respect
to, the Agent’s or any Secured Party’s Lien on any Collateral is governed by
the Uniform Commercial Code as enacted and in effect in a jurisdiction other
than the State of New York, the term “Code” shall mean the Uniform Commercial
Code as enacted and in effect in such other jurisdiction solely for purposes of
the provisions thereof relating to such attachment, perfection, priority or
remedies and for purposes of definitions related to such provisions.


 


“Commission”
has the meaning specified in Section 8(c).


 


“Credit
Parties” means each Borrower, NEFF, each of their respective Subsidiaries
and each other Person, in each case, who executes or becomes party to this
Agreement as a “Pledgor” or who executes a guarantee of any Secured Obligations
or who grants a Lien on all or part of its assets to secure all or part of the
Secured Obligations.


 


“Designated
Agent” means (a) prior to the discharge of all Priority Lien
Obligations, the ABL Facility Agent, and (b) at any time after the
discharge of all Priority Lien Obligations, the Agent.


 


“Domestic
Person” means any “United States person” under and as defined in Section 7701(a)(30)
of the IRC.


 


“Domestic
Subsidiary” with respect to any Person, means each Subsidiary of such
Person that is organized under the laws of a State of the United States of
America or under the laws of the United States of America.


 


“Foreign
Subsidiary” with respect to any Person, means each Subsidiary of such
Person other than a Domestic Subsidiary.


 


“Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, and any agency, department or other entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.


 


“Instruments”
means all “instruments,” as such term is defined in the Code, now owned or
hereafter acquired by any Credit Party, wherever located, and, in any event,
including all certificated securities, all certificates of deposit, and all
promissory notes and other evidences of indebtedness, other than instruments
that constitute, or are a part of a group of writings that constitute, Chattel
Paper.


 


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“Joinder
Agreement” means a joinder agreement, in substantially the form of Exhibit A
hereto or such other documentation acceptable to the Agent pursuant to which
any Subsidiary of either Borrower becomes a party to this Agreement, the
Security Agreement and the Intercreditor Agreement after the date of this
Agreement.


 


“Non-U.S.
Person” means any Person that is not a Domestic Person.


 


“Pledged
Collateral” has the meaning specified in Section 2.


 


“Pledged
Entity” means an issuer of Pledged Shares or Pledged Indebtedness.


 


“Pledged
Indebtedness” means the Indebtedness evidenced by the promissory notes and
other Instruments listed on Part B of Schedule I hereto.


 


“Pledged
Shares” means those shares evidenced by certificates listed on Part A
of Schedule I hereto.


 


“Secured
Obligations” has the meaning specified in Section 3.


 


“Secured
Parties” means, collectively, the Agent, the Holders and any other holder
of an Obligation arising under the Notes, the Indenture or any other Note
Document.


 


“Security
Agreement” means the Security Agreement of even date herewith entered into
by the Borrowers, NEFF and each other Credit Party that is (or hereafter
becomes) party thereto in favor of the Agent, for the benefit of the Secured
Parties, and any other security agreement entered into after the date hereof by
any Credit Party or any other Person.


 


“Stock”
means all shares, options, warrants, general or limited partnership interests,
membership interests or other equivalents (regardless of how designated) of or
in a corporation, partnership, limited liability company or equivalent entity
whether voting or nonvoting, including common stock, preferred stock or any
other “equity security” (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the SEC under the Exchange Act).


 


“Termination
Date” means the date on which (a)(i) the Notes have been repaid in
full, (ii) there has been a satisfaction and discharge of the Indenture as
set forth under Article 8 of the Indenture or (iii) there has been a
Legal Defeasance or Covenant Defeasance of the Notes as set forth under Article 8
of the Indenture and (b) all other Obligations under the Notes, the
Indenture and the other Note Documents (other than contingent indemnification
Obligations to the extent no claim has been asserted) have been completely
discharged.


 


“Voting
Stock” means, as to any issuer, the issued and outstanding shares of each
class of Stock of such issuer entitled to vote (within the meaning of Treasury
Regulations § 1.956-2(c)(2)).


 


2.                                       Pledge.  Each Pledgor hereby pledges to
the Agent for the benefit of the Secured Parties, and grants to the Agent for
the benefit of the Secured Parties, a security interest in all of the following
(collectively, the “Pledged Collateral”):


 


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(a)                                  the Pledged Shares and the certificates
representing the Pledged Shares, and all dividends, distributions, cash,
Instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Shares; and


 


(b)                                 such portion, as determined by the Agent as
provided in Section 6(d) below, of any additional shares of stock of
a Pledged Entity from time to time acquired by each Pledgor in any manner
(which shares shall be deemed to be part of the Pledged Shares), and the
certificates representing such additional shares, and all dividends,
distributions, cash, Instruments and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such Stock; and


 


(c)                                  the Pledged Indebtedness and the promissory
notes or Instruments evidencing the Pledged Indebtedness, and all interest,
cash, Instruments and other property and assets from time to time received,
receivable or otherwise distributed in respect of the Pledged Indebtedness; and


 


(d)                                 all additional Indebtedness arising after the
date hereof and owing to each Pledgor and evidenced by promissory notes or
other Instruments, together with such promissory notes and Instruments, and all
interest, cash, Instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of that Pledged
Indebtedness.


 


3.                                       Security for Obligations.  This
Agreement secures, and the Pledged Collateral is security for, the prompt
payment in full when due, whether at stated maturity, by acceleration or
otherwise, and performance of all Obligations of any kind under or in
connection with the Notes, the Indenture and the other Note Documents and all
obligations of each Pledgor now or hereafter existing under this Agreement
including, without limitation, all fees, costs and expenses whether in
connection with collection actions hereunder or otherwise (collectively, the “Secured
Obligations”).


 


4.                                       Delivery of Pledged Collateral.  All
certificates and all promissory notes and Instruments evidencing the Pledged
Collateral shall be delivered to and held by the Designated Agent on behalf of
the Agent, for the benefit of the Agent and the Secured Parties, pursuant
hereto.  All Pledged Shares shall be
accompanied by duly executed stock powers or other Instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Designated
Agent and all promissory notes or other Instruments evidencing the Pledged
Indebtedness shall be endorsed by the applicable Pledgor or accompanied by a
duly executed instrument of transfer or assignment in blank.


 


5.                                       Representations and Warranties.  Each
Pledgor represents and warrants to the Agent that:


 


(a)                                  Each Pledgor is, and at the time of delivery
of the Pledged Shares to the Designated Agent will be, the sole holder of
record and the sole beneficial owner of such Pledged Collateral pledged by each
Pledgor free and clear of any Lien thereon or affecting the title thereto,
except for any Lien created by this Agreement or the Security Agreement,
subject to the Intercreditor Agreement, the Priority Liens, and the other
Permitted Liens; each Pledgor is and at the time of delivery of the Pledged
Indebtedness to the Designated Agent will be, the sole owner of such Pledged
Collateral free and clear of any Lien thereon or affecting title thereto,


 


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except for (i) any
Lien created by this Agreement, (ii) subject to the Intercreditor
Agreement, the Priority Liens, and (iii) the other Permitted Liens;


 


(b)                                 All of the Pledged Shares have been duly
authorized, validly issued and are fully paid and non-assessable; the Pledged
Indebtedness has been duly authorized, authenticated or issued and delivered
by, and is the legal, valid and binding obligations of, the Pledged Entities,
and no such Pledged Entity is in default thereunder;


 


(c)                                  Each Pledgor has the right and requisite
corporate power and authority to pledge, assign, transfer, deliver, deposit and
set over the Pledged Collateral pledged by such Pledgor to the Agent (or, as
applicable, to the Designated Agent, acting as agent of the Agent for purposes
of perfection pursuant to the terms of the Intercreditor Agreement) as provided
herein;


 


(d)                                 None of the Pledged Shares or Pledged
Indebtedness has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to
which such issuance or transfer may be subject;


 


(e)                                  All of the Pledged Shares are presently owned
by each Pledgor, and are presently represented by the certificates listed on Part A
of Schedule I hereto.  As of
the date hereof, there are no existing options, warrants, calls or commitments
of any character whatsoever relating to the Pledged Shares;


 


(f)                                    No consent, approval, authorization or other
order or other action by, and no notice to or filing with, any Governmental
Authority or any other Person is required (i) for the pledge by any
Pledgor of the Pledged Collateral pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by any Pledgor, or (ii) for
the exercise by the Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of the Pledged Collateral pursuant to this
Agreement, except as may be required in connection with such disposition by
laws affecting the offering and sale of securities generally;


 


(g)                                 The pledge, assignment and delivery of the
Pledged Collateral pursuant to this Agreement will create a valid second
priority Lien on and a second priority perfected security interest in favor of
the Agent for the benefit of the Agent and the Secured Parties in the Pledged
Collateral and the proceeds thereof, securing the payment of the Secured
Obligations, subject to no other Lien other than Permitted Liens and subject to
the Intercreditor Agreement, the Priority Liens;


 


(h)                                 This Agreement has been duly authorized,
executed and delivered by each Pledgor and constitutes a legal, valid and
binding obligation of each Pledgor enforceable against each Pledgor in
accordance with its terms;


 


(i)                                     The Pledged Shares constitute:


 


(i) 100%
of the issued and outstanding shares of Stock of each Pledged Entity that is a
Domestic Subsidiary of a Pledgor; and


 


(ii) 65%
of the issued and outstanding shares of Voting Stock of each Pledged Entity and
100% of non-Voting Stock that is a Foreign Subsidiary of a Pledgor.


 


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(j)                                     Except as disclosed on Part B of Schedule I,
none of the Pledged Indebtedness is subordinated in right of payment to other
Indebtedness (except for the Secured Obligations) or subject to the terms of an
indenture.


 


The
representations and warranties set forth in this Section 5 shall survive
the execution and delivery of this Agreement.


 


6.                                       Covenants.  Each Pledgor covenants and
agrees that until the Termination Date:


 


(a)                                  Without the prior written consent of the
Agent, such Pledgor will not sell, assign, transfer, pledge, or otherwise
encumber any of its rights in or to the Pledged Collateral, or any unpaid
dividends, interest or other distributions or payments with respect to the
Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise
expressly permitted by the Indenture;


 


(b)                                 Each Pledgor will, at its expense, promptly
execute, acknowledge and deliver all such Instruments and take all such actions
as the Agent from time to time may reasonably request in order to ensure to the
Agent and the Secured Parties the benefits of the Liens in and to the Pledged
Collateral intended to be created by this Agreement, including (i) as
necessary, the delivery, pursuant to the terms of the Intercreditor Agreement,
of such Instruments to the ABL Facility Agent, acting as agent of the Agent for
purposes of perfection, and (ii) the filing of any necessary Code
financing statements, which may be filed by the Agent with or (to the extent
permitted by law) without the signature of each Pledgor, and will cooperate with
the Agent, at such Pledgor’s expense, in obtaining all necessary approvals and
making all necessary filings under federal, state, local or foreign law in
connection with such Liens or any sale or transfer of the Pledged Collateral;


 


(c)                                  Each Pledgor has and will defend the title to
the Pledged Collateral and the Liens of the Agent in the Pledged Collateral
against the claim of any Person and will maintain and preserve such Liens; and


 


(d)                                 Each Pledgor will, upon obtaining ownership
of any additional Stock or promissory notes or Instruments of a Pledged Entity
or Stock or promissory notes or Instruments otherwise required to be pledged to
the Agent pursuant to any of the Loan Documents, which Stock, notes or
Instruments are not already Pledged Collateral, promptly (and in any event
within three (3) Business Days) deliver to the Agent a Pledge Amendment,
duly executed by such Pledgor, in substantially the form of Schedule II
hereto (a “Pledge Amendment”) in respect of any such additional Stock,
notes or Instruments, pursuant to which such Pledgor shall pledge to the Agent
all of such additional Stock, notes and Instruments.  Each Pledgor hereby authorizes the Agent to
attach each Pledge Amendment to this Agreement and agrees that all Pledged
Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the
Agent shall for all purposes hereunder be considered Pledged Collateral.


 


7.                                       Pledgor’s Rights.  As
long as no Default or Event of Default shall have occurred and be continuing
and until written notice shall be given to the Pledgors in accordance with Section 8(a) hereof:


 


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(a)                                  Each Pledgor shall have the right, from time
to time, to vote and give consents with respect to the Pledged Collateral, or
any part thereof for all purposes not inconsistent with the provisions of this
Agreement, the Indenture or any other Note Document; provided, however,
that no vote shall be cast, and no consent shall be given or action taken,
which would have the effect of impairing the position or interest of the Agent
or any other Secured Party in respect of the Pledged Collateral or which would
authorize, effect or consent to (unless and to the extent expressly permitted
by the Indenture):


 


(i)                                     the dissolution or liquidation, in whole or
in part, of a Pledged Entity;


 


(ii)                                  the consolidation or merger of a Pledged
Entity with any other Person;


 


(iii)                               the sale, disposition or encumbrance of all
or substantially all of the assets of a Pledged Entity, except for (A) Liens
in favor of the Agent for the benefit of the Secured Parties, (B) subject
to the Intercreditor Agreement, the Priority Liens and (C) the other
Permitted Liens;


 


(iv)                              any change in the authorized number of
shares, the stated capital or the authorized share capital of a Pledged Entity
or the issuance of any additional shares of its Stock; or


 


(v)                                 the alteration of the voting rights with
respect to the Stock of a Pledged Entity; and


 


(b)                                 (i)                                     Each Pledgor shall be entitled, from time to
time, to collect and receive for its own use all cash dividends and interest
paid in respect of the Pledged Shares and Pledged Indebtedness to the extent
not in violation of the Indenture other than any and all: (A) dividends
and interest paid or payable other than in cash in respect of any Pledged
Collateral, and Instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any Pledged
Collateral;  (B) dividends and other
distributions paid or payable in cash in respect of any Pledged Shares in
connection with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in capital of a Pledged
Entity; and (C) cash paid, payable or otherwise distributed, in respect of
principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided,
however, that until actually paid all rights to such distributions shall
remain subject to the Lien created by this Agreement; and


 


(ii)                                  upon the occurrence and during the continuance
of an Event of Default, all
dividends and interest (other than such cash dividends and interest as are
permitted to be paid to each Pledgor in accordance with clause (i) above)
and all other distributions in respect of any of the Pledged Shares or Pledged
Indebtedness, whenever paid or made, shall be delivered to the Designated Agent
to hold as Pledged Collateral and shall, if received by any Pledgor, be
received in trust for the benefit of the Agent, be segregated from the other
property or funds of such Pledgor, and be forthwith delivered to the Designated
Agent as Pledged Collateral in the same form as so received (with any necessary
indorsement).


 


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8.                                       Defaults and Remedies; Proxy.


 


(a)                                  Subject to the Intercreditor Agreement and
the rights of the Credit Agreement Agent and the Priority Lien Collateral Agent
(each as defined in the Intercreditor Agreement) thereunder, upon the
occurrence of an Event of Default and during the continuation of such Event of
Default and concurrently with written notice to each Pledgor, the Agent
(personally or through an agent, bailee or designee) is hereby authorized and
empowered to transfer and register in its name or in the name of its nominee
the whole or any part of the Pledged Collateral, to exchange certificates or
Instruments representing or evidencing Pledged Collateral for certificates or
Instruments of smaller or larger denominations, to exercise the voting and all
other rights as a holder with respect thereto, to collect and receive all cash
dividends, interest, principal and other distributions made thereon, to sell in
one or more sales after ten (10) days’ notice of the time and place of any
public sale or of the time at which a private sale is to take place (which
notice each Pledgor agrees is commercially reasonable) the whole or any part of
the Pledged Collateral and to otherwise act with respect to the Pledged
Collateral as though the Agent was the outright owner thereof.  Any sale shall be made at a public or private
sale at the Agent’s place of business, or at any place to be named in the
notice of sale, either for cash or upon credit or for future delivery at such
price as the Agent may deem fair, and the Agent may be the purchaser of the
whole or any part of the Pledged Collateral so sold and hold the same
thereafter in its own right free from any claim of any Pledgor or any right of
redemption.  Each sale shall be made to
the highest bidder, but the Agent reserves the right to reject any and all bids
at such sale which, in its discretion, it shall deem inadequate.  Demands of performance, except as otherwise
herein specifically provided for, notices of sale, advertisements and the
presence of property at sale are hereby waived and any sale hereunder may be
conducted by an auctioneer or any officer or agent of the Agent.  EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS, THE AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF EACH PLEDGOR WITH
RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED
SHARES AS PROVIDED HEREIN, WITH FULL POWER OF SUBSTITUTION TO DO SO.  THE APPOINTMENT OF THE AGENT AS PROXY AND
ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE
TERMINATION DATE.  IN ADDITION TO THE
RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF THE AGENT AS PROXY AND
ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE
ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS,
CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS).  SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY
AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED
SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE
ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.  NOTWITHSTANDING THE FOREGOING, THE AGENT
SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND
SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.


 


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(b)                                 Subject to the Intercreditor Agreement and
the rights of the Credit Agreement Agent and the Priority Lien Collateral Agent
(each as defined in the Intercreditor Agreement) thereunder, if, at the
original time or times appointed for the sale of the whole or any part of the
Pledged Collateral, the highest bid, if there be but one sale, shall be
inadequate to discharge in full all the Secured Obligations, or if the Pledged
Collateral be offered for sale in lots, if at any of such sales, the highest
bid for the lot offered for sale would indicate to the Agent, in its
discretion, that the proceeds of the sales of the whole of the Pledged
Collateral would be unlikely to be sufficient to discharge all the Secured
Obligations, the Agent may, on one or more occasions and in its discretion,
postpone any of said sales by public announcement at the time of sale or the
time of previous postponement of sale, and no other notice of such postponement
or postponements of sale need be given, any other notice being hereby waived; provided,
however, that any sale or sales made after such postponement shall be
after ten (10) days’ notice to the Pledgors.


 


(c)                                  Subject to the Intercreditor Agreement and
the rights of the Credit Agreement Agent and the Priority Lien Collateral Agent
(each as defined in the Intercreditor Agreement) thereunder, each Pledgor agrees
to the maximum extent permitted by applicable law that following the occurrence
and during the continuance of an Event of Default it will not at any time
plead, claim or take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order to prevent or
delay the enforcement of this Agreement, or the absolute sale of the whole or
any part of the Pledged Collateral or the possession thereof by any purchaser
at any sale hereunder, and each Pledgor waives the benefit of all such laws to
the extent it lawfully may do so.  Each
Pledgor agrees that it will not interfere with any right, power and remedy of
the Agent provided for in this Agreement or now or hereafter existing at law or
in equity or by statute or otherwise, or the exercise or beginning of the
exercise by the Agent of any one or more of such rights, powers or
remedies.  No failure or delay on the
part of the Agent to exercise any such right, power or remedy and no notice or
demand which may be given to or made upon each Pledgor by the Agent with
respect to any such remedies shall operate as a waiver thereof, or limit or
impair the Agent’s right to take any action or to exercise any power or remedy
hereunder, without notice or demand, or prejudice its rights as against each
Pledgor in any respect.


 


(d)                                 Each Pledgor further agrees that a breach of
any of the covenants contained in this Section 8 will cause irreparable
injury to the Agent, that the Agent shall have no adequate remedy at law in respect
of such breach and, as a consequence, agrees that each and every covenant
contained in this Section 8 shall be specifically enforceable against each
Pledgor, and each Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that the Secured Obligations are not then due and payable in accordance
with the agreements and Instruments governing and evidencing such obligations.


 


9.                                       Waiver.  No delay on the Agent’s part
in exercising any power of sale, Lien, option or other right hereunder, and no
notice or demand which may be given to or made upon each Pledgor by the Agent
with respect to any power of sale, Lien, option or other right hereunder, shall
constitute a waiver thereof, or limit or impair the Agent’s right to take any
action or to exercise any power of sale, Lien, option, or any other right
hereunder, without notice or demand, or prejudice the Agent’s rights as against
each Pledgor in any respect.


 


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10.                                 Assignment.  Subject to the Intercreditor
Agreement and the rights of the Credit Agreement Agent and the Priority Lien
Collateral Agent (each as defined in the Intercreditor Agreement) thereunder,
the Agent may assign, indorse or transfer any Instrument evidencing all or any
part of the Secured Obligations as provided in, and in accordance with, the
Indenture, and the holder of such Instrument shall be entitled to the benefits
of this Agreement.


 


11.                                 Termination.  Immediately following the
Termination Date, the Agent shall deliver to each Pledgor the Pledged
Collateral in its possession pledged by each Pledgor at the time subject to
this Agreement and all instruments of assignment executed in connection
therewith, free and clear of the Liens hereof and, except as otherwise provided
herein, all of each Pledgor’s obligations hereunder shall at such time
terminate.


 


12.                                 Lien Absolute.  All
rights of the Agent hereunder, and all obligations of each Pledgor hereunder,
shall be absolute and unconditional irrespective of:


 


(a)                                  any lack of validity or enforceability of the
Notes, the Indenture, any other Note Document or any other agreement or
Instrument governing or evidencing any Secured Obligations;


 


(b)                                 any change in the time, manner or place of
payment of, or in any other term of, all or any part of the Secured
Obligations, or any other amendment or waiver of or any consent to any
departure from the Notes, the Indenture, any other Note Document or any other
agreement or Instrument governing or evidencing any Secured Obligations;


 


(c)                                  any exchange, release or non-perfection of
any other Collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Secured Obligations;


 


(d)                                 the insolvency of any Credit Party; or


 


(e)                                  any other circumstance which might otherwise
constitute a defense available to, or a discharge of, any Pledgor.


 


13.                                 Release.  Each Pledgor consents and
agrees that the Agent may at any time, or from time to time, in its discretion:


 


(a)                                  renew, extend or change the time of payment,
and/or the manner, place or terms of payment of all or any part of the Secured
Obligations; and


 


(b)                                 exchange, release and/or surrender all or any
of the Collateral (including the Pledged Collateral), or any part thereof, by
whomsoever deposited, which is now or may hereafter be held by the Agent in
connection with all or any of the Secured Obligations; all in such manner and
upon such terms as the Agent may reasonably deem necessary or appropriate, and
unless an Event of Default shall have occurred and is continuing, upon notice
to the Pledgors but without further assent from any Pledgor, it being hereby
agreed that each Pledgor shall be and remain bound upon this Agreement,
irrespective of the value or condition of any of the Collateral, and
notwithstanding any such change, exchange, settlement, compromise, surrender,
release, renewal or extension, and notwithstanding also that the Secured
Obligations may, at any


 


10





















 


time, exceed the
aggregate principal amount thereof set forth in the Indenture, or any other
agreement governing any Secured Obligations; provided, however,
the Agent’s failure to provide such notice shall not preclude the Agent from
taking any action set forth in this clause (b). 
Each Pledgor hereby waives notice of acceptance of this Agreement, and
also presentment, demand, protest and notice of dishonor of any and all of the
Secured Obligations, and promptness in commencing suit against any party hereto
or liable hereon, and in giving any notice to or of making any claim or demand
hereunder upon each Pledgor.  No act or
omission of any kind on the Agent’s part shall in any event affect or impair
this Agreement.


 


14.                                 Reinstatement.  This
Agreement shall remain in full force and effect and continue to be effective
should any petition be filed by or against any Pledgor or any Pledged Entity
for liquidation or reorganization, should each Pledgor or any Pledged Entity
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 any Pledgor’s
or any Pledged Entity’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
Secured Obligations, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by
any obligee of the Secured Obligations, 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
Secured Obligations shall be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.


 


15.                                 Miscellaneous.


 


(a)                                  The Agent may execute any of its duties
hereunder by or through agents or employees and shall be entitled to advice of
counsel concerning all matters pertaining to its duties hereunder.


 


(b)                                 Each Pledgor agrees to promptly reimburse the
Agent for actual out-of-pocket expenses, including, without limitation,
reasonable counsel fees, incurred by the Agent in connection with the
administration and enforcement of this Agreement.


 


(c)                                  Neither the Agent, nor any of its respective
officers, directors, employees, agents or counsel shall be liable for any
action lawfully taken or omitted to be taken by it or them hereunder or in
connection herewith, except for its or their own gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction.


 


(d)                                 THIS AGREEMENT SHALL BE BINDING UPON EACH
PLEDGOR AND ITS SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF
OF EACH PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE
AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED
EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND EACH PLEDGOR.


 


11





















 


16.                                 Severability.  If
for any reason any provision or provisions hereof are determined to be invalid
and contrary to any existing or future law, such invalidity shall not impair
the operation of or effect those portions of this Agreement which are valid.


 


17.                                 Notices.  Except as otherwise provided
herein, 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 and serve upon any other party any communication with
respect to this Agreement, each such notice, demand, request, consent,
approval, declaration or other communication shall be in writing and shall be
given in the manner, and deemed received, as provided for in the Indenture.


 


18.                                 Section Titles.  The Section titles
contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the
parties hereto.


 


19.                                 Counterparts.  This
Agreement may be executed in any number of counterparts, which shall,
collectively and separately, constitute one agreement.


 


20.                                 Benefit of the Secured Parties.  All
security interests granted or contemplated hereby shall be for the benefit of
the Secured Parties, and all proceeds or payments realized from the Pledged
Collateral in accordance herewith shall be applied to the Secured Obligations
in accordance with the terms of the Indenture and the Intercreditor Agreement.


 


21.                                 Authorization.  Each
Pledgor hereby irrevocably authorizes the Agent at any time and from time to
time to file in any filing office in any Uniform Commercial Code jurisdiction
any initial financing statements and amendments thereto that (a) indicate
the Pledged Collateral (i) as all assets of such Pledgor or words of
similar effect, regardless of whether any particular asset comprised in the
Pledged Collateral falls within the scope of Article 9 of the Code or such
jurisdiction, or (ii) as being of an equal or lesser scope or with greater
detail and (b) contain any other information required by part 5 of Article 9
of the Code for the sufficiency or filing office acceptance of any financing
statement or amendment, including whether such Pledgor is an organization, the
type of organization and any organization identification number issued to such
Pledgor.  Each Pledgor also ratifies
its authorization for the Agent to have filed in any Uniform Commercial Code
jurisdiction any initial financing statements or amendments thereto if filed
prior to the date hereof.


 


22.                                 Additional Pledgors.  If,
pursuant to Section 4.18 of the Indenture (but subject to Section 10.01(b) of
the Indenture), the Borrowers shall be required to cause any Subsidiary that is
not a Pledgor to become a Pledgor hereunder, such Subsidiary shall execute and
deliver to the Agent a Joinder Agreement substantially in the form of Exhibit A
to this Agreement and shall thereafter for all purposes be a party hereto and
have the same rights, benefits and obligations as a Pledgor party hereto on the
date of this Agreement.


 


23.                                 Additional Rights of Agent.  The
Agent shall be entitled to all of the rights, protections, immunities and
indemnities of the Trustee set forth in the Indenture.


 


12





















 


24.                                 INTERCREDITOR AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE PLEDGE AND GRANT TO WELLS FARGO BANK, NATIONAL ASSOCIATION, AS
AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND
THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT AND THE OTHER SECURED PARTIES
HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE
EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT
SHALL CONTROL.


 


13





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be
duly executed as of the date first written above.


 


	
   

  	
  NEFF RENTAL LLC,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEFF FINANCE CORP.,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Agent,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


SCHEDULE I


 


PART A


 


PLEDGED SHARES


 


	
  Pledgor

  	
   

  	
  Pledged Entity

  	
   

  	
  Class

  of Stock

  	
   

  	
  Stock Certificate

  Number(s)

  	
   

  	
  Number

  of Shares

  	
   

  	
  Percentage of

  Outstanding Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


PART B


 


PLEDGED INDEBTEDNESS


 


	
  Pledgor

  	
   

  	
  Description of

  Pledged

  Indebtedness

  	
   

  	
  Initial

  Principal Amount

  	
   

  	
  Issue Date

  	
   

  	
  Maturity Date

  	
   

  	
  Interest Rate

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1





















 


SCHEDULE II


 


PLEDGE AMENDMENT


 


This
Pledge Amendment dated                              ,
           is delivered
pursuant to Section 6(d) of the Pledge Agreement referred to
below.  All defined terms herein shall
have the meanings ascribed thereto or incorporated by reference in the Pledge
Agreement.  The undersigned hereby
certifies that the representations and warranties in Section 5 of the
Pledge Agreement are and continue to be true and correct, both as to the
promissory notes, Instruments and shares pledged prior to this Pledge Amendment
and as to the promissory notes, Instruments and shares pledged pursuant to this
Pledge Amendment.  The undersigned
further agrees that this Pledge Amendment may be attached to the Pledge Agreement
dated as of July 8, 2005, by and among Neff Rental LLC, Neff Finance
Corp., Neff Rental, Inc. and each other Person that becomes party thereto
as a pledgor, and Wells Fargo Bank, National Association, as the Agent (the “Pledge
Agreement”) and that the Pledged Shares and Pledged Indebtedness listed on
this Pledge Amendment shall be and become a part of the Pledged Collateral
referred to in said  Pledge Agreement and
shall secure all Secured Obligations referred to in said Pledge Agreement.  The undersigned Pledgor acknowledges and
agrees that any promissory notes, Instruments or shares not included in the
Pledged Collateral at the discretion of the Agent may not otherwise be pledged
by Pledgor to any other Person or otherwise used as security for any
obligations other than the Secured Obligations.


 


	
   

  	
  [

  	
   

  	
   

  	
  ],

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  



 


	
  Pledgor

  	
   

  	
  Pledged
  Entity

  	
   

  	
  Class

  of Stock

  	
   

  	
  Certificate

  Number(s)

  	
   

  	
  Number

  of Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Pledgor

  	
   

  	
  Description of

  Pledged

  Indebtedness

  	
   

  	
  Initial

  Principal Amount

  	
   

  	
  Issue Date

  	
   

  	
  Maturity

  Date

  	
   

  	
  Interest

  Rage

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2





















EXHIBIT A


 


FORM OF JOINDER AGREEMENT


 


JOINDER
AGREEMENT (this “Agreement”) dated as of                           ,
20      is by and among                              ,
a                            
[corporation][limited liability company] (the “New Subsidiary”) and
Wells Fargo Bank, National Association, as collateral agent (in such capacity,
the “Agent”) for the holders of Note Obligations (as defined below).


 


Pursuant
to the Indenture dated as of July 8, 2005 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Indenture”),
among Neff Rental LLC, a Delaware limited liability company (“Neff LLC”),
Neff Finance Corp., a Delaware corporation (“Neff Finance” and, together
with Neff LLC, the “Borrowers”, and each, a “Borrower”), Neff
Rental, Inc., a Florida corporation (“NEFF”), each of the other
Persons named therein as a Guarantor (as defined in the Indenture), and Wells
Fargo Bank, National Association, as Trustee, and the Pledge Agreement dated as
of July 8, 2005 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Pledge Agreement”;
capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Pledge Agreement) the Credit Parties are
required by Section 4.18 of the Indenture and Section 22 of the
Pledge Agreement to cause the new Subsidiary (“New Subsidiary”) to
become a Credit Party thereunder. 
Accordingly, the New Subsidiary hereby agrees as follows with the Agent,
for the benefit of the Secured Parties, that:


 


1.                                       The New Subsidiary hereby acknowledges,
agrees and confirms that, by its execution of this Agreement, the New
Subsidiary will be deemed to be a party to the Indenture for all purposes of
the Indenture and the other Note Documents, and shall have all of the
obligations of a Credit Party thereunder as if it had executed the
Indenture.  The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions applicable to the Credit Parties in the Indenture and
the other Note Documents.


 


2.                                       The New Subsidiary hereby acknowledges,
agrees and confirms that, by its execution of this Agreement, the New
Subsidiary will be deemed to be a party to the Security Agreement as a Grantor
(as defined in the Security Agreement) for all purposes of the Security
Agreement and the other Note Documents, and shall have all the obligations of a
Grantor thereunder as if it had executed the Security Agreement.  The New Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Security Agreement. 
Without limiting generality of the foregoing terms of this paragraph 2,
the New Subsidiary hereby grants, assigns, conveys, mortgages, pledges,
hypothecates and transfers to Agent, for the benefit of the Secured Parties, a
Lien upon all of its right, title and interest in, to and under all of the
Collateral (as defined in the Security Agreement) of such New Subsidiary,
whether owned or consigned by or to, or leased from or to, such New Subsidiary,
and regardless of where located, to secure the prompt payment and performance
in full when due, whether by lapse of time, acceleration, mandatory prepayment
or otherwise, of the Note Obligations (as defined in the Security Agreement).


 


3.                                       The New Subsidiary hereby acknowledges,
agrees and confirms that, by its execution of this Agreement, the New
Subsidiary will be deemed to be a party to the Pledge Agreement and a Pledgor
for all purposes of the Pledge Agreement and the other Note Documents, and
shall have all the obligations of a Pledgor thereunder as if it had executed
the


 





















 


Pledge Agreement.  The New Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Pledge Agreement. 
Without limiting generality of the foregoing terms of this paragraph 3,
the New Subsidiary hereby grants and pledges to Agent, for the benefit of the
Secured Parties, a second priority security interest in the Pledged Collateral
of the New Subsidiary identified on Schedule 1 hereto and all other
Pledged Collateral of the New Subsidiary to secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory
prepayment or otherwise, of the Secured Obligations.


 


4.                                       The Subsidiary hereby represents and warrants
to the Agent that:


 


(a)                                  The New Subsidiary’s official name, type of
entity and state of organization or incorporation are as set forth on the
signature pages hereto.


 


(b)                                 The New Subsidiary’s chief executive office
and principal place of business and other offices are located at the locations
set forth on Schedule 2 hereto.


 


(c)                                  Other than as set forth on Schedule 3
hereto, the New Subsidiary has not changed its official name or changed its
state of organization or incorporation, been party to a merger, consolidation
or other change in structure or used any tradename in the prior five years.


 


(d)                                 Schedule 4 hereto includes all
warehouses, consignees and processors with whom Inventory is stored or located
and other premises where Collateral is stored or located.


 


(e)                                  Schedule 5 hereto includes all the
locations of the New Subsidiary’s books and records concerning the Collateral.


 


(f)                                    Schedule 6 hereto includes a list of
Persons from whom the New Subsidiary has acquired assets during the past five (5) years,
other than assets acquired in the ordinary course of the New Subsidiary’s
business.


 


(g)                                 Schedule 7 hereto includes all Patents,
Trademarks and Copyrights (each as defined in the Security Agreement) owned by
or licensed to the New Subsidiary in its own name, or to which the New
Subsidiary is a party, as of the date hereof, that is used in or necessary for
the conduct of its business as currently conducted that is material to the
condition (financial or otherwise).


 


(h)                                 Schedule 8 hereto includes all
Commercial Tort Claims (as defined in the Security Agreement) before any
Governmental Authority by or in favor of the New Subsidiary.


 


(i)                                     Schedule 9 hereto lists all Real Estate
(as defined in the Security Agreement) that is owned, leased or subleased by
the New Subsidiary as of the date hereof. 
Schedule


 


2





















 


9
hereto further lists any Real Estate with respect to which the New Subsidiary
or any of its Subsidiaries is a lessor, sublessor or assignor as of the date
hereof.


 


(h)                                 Schedule 10 hereto lists all locations
of tangible personal property that is owned or leased by the New Subsidiary as
of the date.


 


5.                                       The New Subsidiary hereby acknowledges,
agrees and confirms that, by its execution of this Agreement, the New
Subsidiary will be deemed to be a party to the Intercreditor Agreeement and a
Credit Party (as defined in the Intercreditor Agreement) for all purposes of
the Intercreditor Agreement and the other Note Documents, and shall have all
the obligations of a Credit Party thereunder as if it had executed the
Intercreditor Agreement.  The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions contained in the Intercreditor
Agreement.


 


6.                                       This Agreement may be executed in any number
of counterparts and by different parties in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.  Signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all
signature pages are attached to the same document.  Delivery of an executed signature page of
this Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.


 


7.                                       THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES.


 


3





















 


IN
WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to
be duly executed and delivered as of the date first above written.


 


	
   

  	
  [NEW SUBSIDIARY],

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  	
   

  
	
   

  	
   

  	
   Title:

  	
   

  



 


 


Acknowledged and accepted as
of the date

first written above:


 


	
  WELLS FARGO BANK, NATIONAL
  ASSOCIATION,

  
	
  as Agent,

  
	
   

  
	
  by:

  	
   

  	
   

  
	
   

  	
   Name:

  	
   

  
	
   

  	
   Title: