EXHIBIT 10.3


 


EXECUTION
COPY


 




 





INTERCREDITOR
AGREEMENT


 


dated as of July 8, 2005


 


among


 


NEFF
RENTAL LLC,



NEFF FINANCE CORP.,


 


NEFF
RENTAL, INC.,


 


THE
OTHER GRANTORS FROM TIME TO TIME PARTY HERETO,


 


GENERAL
ELECTRIC CAPITAL CORPORATION,

as Credit Agreement Agent under the Credit Agreement and 

Priority Lien Collateral Agent under the Priority Lien Collateral Documents,


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


as Trustee and Parity Junior
Lien Collateral Agent under the Indenture


 


THIS IS THE INTERCREDITOR AGREEMENT REFERRED
TO IN (A) THE AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 8,
2005, AMONG NEFF RENTAL LLC, NEFF FINANCE CORP., NEFF RENTAL, INC., THE OTHER
CREDIT PARTIES FROM TIME TO TIME PARTY THERETO, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT, (B) THE
INDENTURE DATED AS OF JULY 8, 2005, AMONG NEFF RENTAL LLC, NEFF FINANCE
CORP., NEFF RENTAL, INC., THE OTHER GUARANTORS FROM TIME TO TIME PARTY THERETO
AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, (C) THE
INTERCREDITOR AGREEMENT DATED AS OF JUNE 3, 2005, AMONG NEFF CORP., NEFF
RENTAL, INC., THE OTHER CREDIT PARTIES THERETO, GENERAL ELECTRIC CAPITAL
CORPORATION, AS FIRST LIEN AGENT, AND CREDIT SUISSE, AS SECOND LIEN AGENT, AS
THE “SUCCESSOR INTERCREDITOR AGREEMENT” AND (D) THE OTHER COLLATERAL
DOCUMENTS REFERRED TO IN THE CREDIT DOCUMENTS REFERRED TO HEREIN.




 





 





















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS;
  PRINCIPLES OF CONSTRUCTION

  	
   

  
	
   

  	
   

  
	
  SECTION 1.1. Defined Terms

  	
   

  
	
  SECTION 1.2. Rules of Interpretation

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  THE LIENS

  	
   

  
	
   

  	
   

  
	
  SECTION 2.1. Priority of Liens

  	
   

  
	
  SECTION 2.2. Relative Priorities

  	
   

  
	
  SECTION 2.3. Prohibition on Contesting Liens

  	
   

  
	
  SECTION 2.4. No New Liens

  	
   

  
	
  SECTION 2.5. Similar Liens and Agreements

  	
   

  
	
  SECTION 2.6. Restrictions on Enforcement of Parity Junior Liens

  	
   

  
	
  SECTION 2.7. No Interference

  	
   

  
	
  SECTION 2.8. Rights as Unsecured Creditors

  	
   

  
	
  SECTION 2.9. Automatic Release of Parity Junior Liens

  	
   

  
	
  SECTION 2.10. Insurance and Condemnation
  Awards

  	
   

  
	
  SECTION 2.11. Payment Over

  	
   

  
	
  SECTION 2.12. Bailment and Sub-Agency for Perfection of Certain
  Security Interests

  	
   

  
	
  SECTION 2.13. Discretion in Enforcement of
  Priority Liens

  	
   

  
	
  SECTION 2.14. Post Petition Interest

  	
   

  
	
  SECTION 2.15. Amendment of Certain Documents

  	
   

  
	
  SECTION 2.16. Certain Notices in Security
  Documents

  	
   

  
	
  SECTION 2.17. Certain Voting Matters.

  	
   

  
	
  SECTION 2.18. No Waiver by Priority Lien
  Secured Parties

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  INTERCREDITOR
  RELATIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 3.1. Application of Proceeds

  	
   

  
	
  SECTION 3.2. Additional Secured Debt

  	
   

  
	
  SECTION 3.3. Notices by Parity Junior Lien Collateral Agent

  	
   

  



 


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  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  
	
   

  	
   

  
	
  SECTION 4.1. Representations and Warranties

  	
   

  
	
  SECTION 4.2. Representations and Warranties of Each Agent

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  OTHER AGREEMENTS

  	
   

  
	
   

  	
   

  
	
  SECTION 5.1. Finance and Sale Matters.

  	
   

  
	
  SECTION 5.2. Relief from the Automatic Stay

  	
   

  
	
  SECTION 5.3. Certain Waivers by the Parity Junior Lien Secured
  Parties

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 6.1. Amendment of this Agreement; Waiver

  	
   

  
	
  SECTION 6.2. Further Assurances

  	
   

  
	
  SECTION 6.3. Delivery of Collateral and Proceeds of Collateral

  	
   

  
	
  SECTION 6.4. Successors and Assigns

  	
   

  
	
  SECTION 6.5. Delay and Waiver

  	
   

  
	
  SECTION 6.6. Notices; Officer’s Certificates

  	
   

  
	
  SECTION 6.7. Notice Following Discharge of Priority Lien
  Obligations

  	
   

  
	
  SECTION 6.8. Entire Agreement

  	
   

  
	
  SECTION 6.9. Severability; Continuing Nature of this Agreement

  	
   

  
	
  SECTION 6.10. Subrogation

  	
   

  
	
  SECTION 6.11. Headings

  	
   

  
	
  SECTION 6.12. Governing Law; Consent to Jurisdiction

  	
   

  
	
  SECTION 6.13. Waiver of Jury Trial

  	
   

  
	
  SECTION 6.14. Parties in Interest

  	
   

  
	
  SECTION 6.15. Specific Performance

  	
   

  
	
  SECTION 6.16. Counterparts

  	
   

  
	
  SECTION 6.17. Provisions Solely to Define Relative Rights

  	
   

  
	
  SECTION 6.18. Effectiveness; Survival

  	
   

  
	
  SECTION 6.19. Additional Grantors

  	
   

  
	
  SECTION 6.20. Insolvency

  	
   

  
	
  SECTION 6.21. Rights and Immunities of
  Secured Debt Representatives

  	
   

  
	
  SECTION 6.22. Conflicts

  	
   

  
	
  SECTION 6.23. No Reliance; Information

  	
   

  
	
  SECTION 6.24. No Warranties or Liability

  	
   

  
	
  SECTION 6.25. Reinstatement

  	
   

  
	
  SECTION 6.26. Compliance with Trust
  Indenture Act

  	
   

  
	
   

  	
   

  
	
  EXHIBIT A – Form of Intercreditor Agreement Joinder

  	
   

  



 


ii





















 


INTERCREDITOR AGREEMENT dated as of July 8,
2005 (together with each Intercreditor Agreement Joinder, this “Agreement”), among
NEFF RENTAL LLC, a Delaware limited liability company (“Neff LLC”), NEFF
FINANCE CORP., a Delaware corporation (“Finance
Corp.” and, together with Neff LLC, “Holdings”), NEFF RENTAL, INC., a Florida
corporation (“Neff
Rental”), the Grantors (as defined below) from time to time
party hereto, GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Credit
Agreement Agent (in such capacity and together with its successors in such
capacity, the “Credit
Agreement Agent”) and as collateral agent for the Priority Lien
Lenders (as defined below) and the other Secured Parties (as defined in the
Credit Agreement (as defined below)) (in such capacity and together with its
successors in such capacity, the “Priority Lien Collateral Agent”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as Trustee (in such capacity
and together with its successors in such capacity, the “Trustee”) and as
collateral agent for the holders of the Notes (as defined below) (in such
capacity and together with its successors in such capacity, the “Parity Junior Lien Collateral Agent”).


 


PRELIMINARY STATEMENT


 


Reference is made to (a) the Amended and
Restated Credit Agreement dated as of July 8, 2005 (together with the
related documents thereto (including any guarantee agreements and security
documents), in each case, as amended, restated, supplemented, modified,
increased, renewed, refunded, replaced (whether upon or after termination or
otherwise) or refinanced (including by means of sales of debt securities to
institutional investors) in whole or in part from time to time, the “Credit Agreement”),
among Holdings, Neff Rental, the other Grantors from time to time party
thereto, the lenders from time to time party thereto (the “Priority Lien Lenders”)
and GECC, as Credit Agreement Agent, (b) the Indenture dated as of July 8,
2005 (as amended, extended, renewed, restated, supplemented or otherwise
modified (in whole or in part, and without limitation as to amount, terms,
conditions, covenants and other provisions) from time to time, and any
Refinancing (as defined below) thereof, whether in whole or in part, or a
successor indenture, whether by the same or any other holders or trustee or
group of holders and whether by the same trustee or a different trustee, the “Indenture”), among
Holdings, Neff Rental, the other Guarantors (as defined in the Indenture) from
time to time party thereto, and Wells Fargo, as Trustee, (c) the Priority
Lien Documents (such term and each other capitalized term used in this
Agreement having the meaning given it in Article I) and (d) the
Parity Junior Lien Documents.


 


RECITALS


 


A.  The
Priority Lien Lenders agreed to make loans to Neff Rental pursuant to the
Credit Agreement, upon, among other terms and conditions, the condition that
the Priority Lien Obligations under the Credit Agreement shall be secured by
first priority Liens on, and security interests in, the Collateral.


 


B.  The
holders of the Note Obligations have agreed to purchase the Notes issued
pursuant to the Indenture, which Notes shall be secured by Parity Junior Liens
on, and security interests in, the Collateral.


 


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C.  The
Credit Agreement and the Indenture require, among other things, that the
parties thereto set forth in this Agreement, among other things, their
respective rights, obligations and remedies with respect to the Collateral.


 


D.  The
parties hereto desire to provide that future secured creditors of Holdings,
Neff Rental and any other Grantors may become party to, and have their
respective Liens and security interests governed by, the provisions of this
Agreement in accordance with all applicable Secured Debt Documents.


 


Accordingly, the parties hereto agree as
follows:


 


ARTICLE I



DEFINITIONS; PRINCIPLES
OF CONSTRUCTION


 


SECTION 1.1.  Defined
Terms.  As used in this Agreement,
the following terms shall have the meanings specified below:


 


“Additional Secured Debt” has the meaning set
forth in Section 3.2(a).


 


“Affiliate” has the meaning specified in the
Indenture.


 


“Agents” means the Priority Lien Collateral
Agent and the Parity Junior Lien Collateral Agent.


 


“Agreement” has the meaning assigned to such
term in the preamble to this Agreement.


 


“Bankruptcy Code” means Title 11 of the
United States Code entitled “Bankruptcy,” as now and hereinafter in effect, or
any successor statute.


 


“Bankruptcy Law” means the Bankruptcy Code and
any other similar Federal, state or foreign bankruptcy, insolvency or
receivership law.


 


“Capital Stock” has the meaning assigned to
such term in the Indenture in effect on the date hereof (or any similar term in
any subsequent Indenture).


 


“Class” means
(1) in the case of Parity Junior Lien Debt, every Series of Parity
Junior Lien Debt, taken together, and (2) in the case of Priority Lien
Debt, every Series of Priority Lien Debt, taken together.


 


“Collateral” means, collectively, the Priority
Lien Collateral and the Parity Junior Lien Collateral.


 


“Credit Agreement” has the meaning set forth in the preliminary statement.


 


“Credit Agreement Agent” means, at any time,
the Person serving at such time as the “Agent” or “Administrative Agent” under
the Credit Agreement or any other representative then


 


2





















 


most recently designated in accordance with the applicable provisions
of the Credit Agreement, together with its successors in such capacity.


 


“Credit Documents” means the Priority Lien
Documents and the Parity Junior Lien Documents.


 


“Credit Facilities” means (1) the Credit Agreement and (2) one or more
other debt facilities or commercial paper facilities, with banks, institutional
lenders or other Persons providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, bank guarantees or banker’s
acceptances, in each case, as amended, restated, supplemented, modified,
increased, renewed, refunded, replaced (whether upon or after termination or
otherwise) or refinanced (including by means of sales of debt securities to
institutional investors) in whole or in part from time to time.


 


“DIP Financing” has the meaning set forth in Section 5.1(a)(2).


 


“DIP Financing Liens” has the meaning set forth
in Section 5.1(a)(2).


 


“Discharge of Priority Lien Obligations” means, subject to Section 6.25, the
occurrence of all of the following:


 


(a)                                  termination or expiration of all
commitments to extend credit that would constitute Priority Lien Debt;


 


(b)                                 payment in full in cash of the
principal of and interest and premium (if any) on all Priority Lien Debt (other
than any undrawn letters of credit);


 


(c)                                  discharge or cash collateralization
(to the extent of any letters of credit constituting Priority Lien Debt (i) in
the case of the Credit Agreement, in the manner and pursuant to the procedures
specified in the Credit Agreement or if not so specified at 105% of the
aggregate undrawn amount and (ii) in the case of any other Priority Lien
Document, at the lesser of the amount specified in such document and 105% of
the aggregate undrawn amount) of all such outstanding letters of credit
constituting Priority Lien Debt; and


 


(d)                                 payment in full in cash of all other
Priority Lien Obligations that are then outstanding and unpaid at the time the
Priority Lien Debt is paid in full in cash (other than any obligations for
taxes, costs, indemnifications, reimbursements, damages and other liabilities
in respect of which no claim or demand for payment has been made at such time).


 


“Disposition” means any sale, lease, rental,
exchange, transfer, conveyance, license or other disposition.  “Dispose” shall have a correlative meaning.


 


“Finance Corp.” has the meaning assigned to
such term in the preamble to this Agreement.


 


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“GECC” has the meaning assigned to such term
in the preamble to this Agreement.


 


“Grantors” means
Holdings, Neff Rental and each other Person (if any) that grants a Lien on all
or part of its assets or properties to secure all or part of the Secured
Obligations.


 


“Holdings” has the meaning assigned to such
term in the preamble to this Agreement.


 


“Indebtedness” means and includes all
obligations that constitute Indebtedness as defined in the Indenture as in
effect on the date of this Agreement.


 


“Indenture” has
the meaning set forth in the preliminary statement.


 


“Insolvency or Liquidation Proceeding” means (a) any
voluntary or involuntary proceeding under the Bankruptcy Code or any other
Bankruptcy Law with respect to any Grantor, (b) any voluntary or
involuntary appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for any Grantor or for a substantial part of
the property or assets of any Grantor, (c) any voluntary or involuntary
winding-up or liquidation of any Grantor or (d) a general assignment for
the benefit of creditors by any Grantor.


 


“Intercreditor Agreement Joinder” means an
agreement substantially in the form of Exhibit A.


 


“Interest Swap Obligations” means the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest
on a stated notional amount in exchange for periodic payments made by such
other Person calculated by applying a fixed or a floating rate of interest on
the same notional amount and shall include interest rate swaps, caps, floors,
collars and similar agreements.


 


“Lien” means any mortgage or deed of trust,
pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim,
security interest, easement or encumbrance of any kind or nature whatsoever
(including any lease or title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of, or agreement to give, any financing statement perfecting a security
interest under the UCC or comparable law of any jurisdiction).


 


“Neff LLC” has the meaning assigned to such
term in the preamble to this Agreement.


 


“Neff Rental” has the meaning set forth in the
preamble to this Agreement.


 


“Note Documents” means the Indenture, the
Notes and the Note Security Documents.


 


“Note Obligations” means the Notes and all
other Obligations in respect thereof.


 


“Note Security Documents” has the meaning specified in the
Indenture.


 


“Notes” means all 111⁄4% Second Priority Senior
Secured Notes due 2012 issued under the Indenture.


 


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“Obligations” means, with respect to any Indebtedness, any principal (including
reimbursement obligations with respect to letters of credit whether or not
drawn), interest (including all interest accrued thereon after the commencement
of any Insolvency or Liquidation Proceeding at the rate, including any
applicable post-default rate, specified in (1) in the case of Priority
Lien Debt, the Priority Lien Documents or (2) in the case of other
Indebtedness, the documentation governing such Indebtedness, in each case, even
if such interest is not enforceable, allowable or allowed as a claim in such
Insolvency or Liquidation Proceeding), premium (if any), fees,
indemnifications, reimbursements, expenses and other liabilities payable under
the documentation governing such Indebtedness; provided,
however, that Obligations with respect to the Notes shall not
include the fees and indemnifications in favor of the Trustee and other third
parties other than the holders of such Notes.


 


“Officer’s Certificate” means a certificate with respect to
compliance with a condition or covenant provided for in this Agreement, signed
on behalf of Neff LLC, Finance Corp. or Neff Rental, as applicable, by one
officer of Neff LLC, Finance Corp. or Neff Rental, who must be the Chairman of
the Board, the President, any Vice-President, the Treasurer or the Secretary of
Neff LLC, Finance Corp. or Neff Rental, as applicable, including:


 


(a)                                  a statement that the Person making
such certificate has read such condition or covenant;


 


(b)                                 a brief statement as to the nature
and scope of the examination or investigation upon which the statements or
opinions contained in such certificate are based;


 


(c)                                  a statement that, in the opinion of
such Person, he or she has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or
not such condition or covenant has been satisfied; and


 


(d)                                 a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been satisfied.


 


“Parity Junior Lien” means any Lien granted pursuant to any Parity Junior Lien
Security Document to the Parity Junior Lien Collateral Agent, at any time, upon
any property of Holdings or any other Grantor to secure Parity Junior Lien
Obligations.


 


“Parity Junior Lien Collateral” means all
Collateral (as defined in the Indenture) and any other assets or property of
Holdings or any other Grantor now or at any time hereafter subject to Liens
securing any Parity Junior Lien Obligations.


 


 “Parity Junior Lien Collateral Agent”
means Wells Fargo and its successors as collateral agent under the Indenture
and any other Person designated as a collateral agent with respect to any other
Series of Parity Junior Lien Debt; provided
that, until such time that the Note Obligations have been discharged or paid in
full, Wells Fargo and its successors as collateral agent under the Indenture
shall be the sole authorized Person to act as the Parity Junior Lien Collateral
Agent with respect to the Note Obligations.


 


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“Parity Junior Lien Debt” means:


 


(a)                                  the Notes, which Notes (whether
issued on the date hereof or in the future) shall be treated as a single class
or Series for all purposes of this Agreement; and


 


(b)                                 any other Indebtedness of Holdings
or any other Grantor that is secured equally and ratably with the Notes by a
Parity Junior Lien that was permitted to be incurred and so secured under each
applicable Secured Debt Document; provided
that such Indebtedness is (i) if incurred by Holdings, guaranteed by each
Restricted Subsidiary of Neff LLC that, on the date of incurrence of such
Indebtedness, is a Guarantor (as defined in the Indenture) or (ii) if
incurred by Neff LLC or Finance Corp. or any other Grantor, guaranteed by
Finance Corp. or Neff LLC, as applicable, and each Restricted Subsidiary of
Neff LLC that, on the date of incurrence of such Indebtedness, is a Guarantor
(as defined in the Indenture); provided,
further, in the case of any
Indebtedness referred to in this clause (b), that on or before the date on
which such Indebtedness is incurred by Holdings, Neff Rental or such other
Grantor, such Indebtedness is designated by Neff LLC, in an Officer’s
Certificate delivered to each Parity Junior Lien Representative and the
Priority Lien Collateral Agent, as “Parity Junior Lien Debt” for the purposes
of the Indenture and this Agreement; provided
that no Series of Secured Debt may be designated as both Parity Junior
Lien Debt and Priority Lien Debt.


 


“Parity Junior Lien Documents” means,
collectively, (a) the Note Documents and (b) each indenture, credit
agreement or other agreement governing each other Series of Parity Junior
Lien Debt and the related Parity Junior Lien Security Documents.


 


“Parity Junior Lien Obligations” means the
Parity Junior Lien Debt and all Obligations in respect of Parity Junior Lien
Debt.


 


“Parity Junior Lien Permitted Actions” has the
meaning set forth in Section 2.6(b).


 


“Parity Junior Lien Representative” means:


 


(a)                                  in the case of the Notes, the Parity
Junior Lien Collateral Agent; and


 


(b)                                 in the case of any other Series of
Parity Junior Lien Debt, the trustee, agent or representative of the holders of
such Series of Parity Junior Lien Debt who maintains the transfer register
for such Series of Parity Junior Lien Debt and (i) is appointed as a
Parity Junior Lien Representative (for purposes related to the administration
of the security documents) pursuant to the applicable indenture, credit
agreement or other agreement governing such Series of Parity Junior Lien
Debt, together with its successors in such capacity and (ii) has become a
party to this Agreement by executing an Intercreditor Agreement Joinder.


 


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“Parity Junior Lien Secured Party” means, at
any time, each holder of Parity Junior Lien Obligations and their successors
and assigns.


 


“Parity Junior Lien Security Documents” means
this Agreement, each Note Security Document and all security agreements, pledge
agreements, collateral assignments, mortgages, deeds of trust, collateral
agency agreements, control agreements, documents, instruments or other grants
or transfers for security executed and delivered by Holdings, Neff Rental or
any other Grantor creating (or purporting to create) a Lien upon Collateral for
the benefit of the Parity Junior Lien Collateral Agent, in each case, as
amended, modified, renewed, restated or replaced, in whole or in part, from
time to time, in accordance with its terms, the Indenture and this Agreement.


 


“Permitted Liens” has the meaning specified in
the Indenture.


 


“Person” or
“person” means an individual, partnership,
corporation, limited liability company, unincorporated organization, trust or
joint venture, governmental agency or political subdivision thereof.


 


“Pledged or Controlled Collateral” has meaning
set forth in Section 2.12(a).


 


“Priority Lien” means any Lien granted by any Priority Lien Security Document
to any Priority Lien Representative, at any time, upon any property of Holdings
or any other Grantor to secure Priority Lien Obligations.


 


“Priority Lien Cap” means, as of any date, the principal amount outstanding under
the Credit Agreement, together with the Indebtedness outstanding under any
other Credit Facility that is secured by a Priority Lien, in an aggregate
principal amount not to exceed the sum of the amount permitted to be incurred
pursuant to clause (2) of the definition of “Permitted Indebtedness”
in the Indenture, as of any date, plus
$15,000,000, less the amount of
Parity Junior Lien Debt incurred after the date of the Credit Agreement
pursuant to clause (2) or (13) of the definition of “Permitted
Indebtedness” in the Indenture the net proceeds of which are used to Refinance
Priority Lien Debt and for which there is a reduction in the commitments in
respect of such Priority Lien Debt in an amount equal to the amount of such
Parity Junior Lien Debt.  For purposes of
this definition, all letters of credit will be valued at the face amount thereof,
whether or not drawn (but without duplication of the principal amount of any
other Indebtedness), and all Interest Swap Obligations will be valued at zero.


 


“Priority Lien Collateral” means all
Collateral (as defined in the Credit Agreement) and any other assets or
property of Holdings or any other Grantor now or at any time hereafter subject
to Liens securing any Priority Lien Obligations.


 


“Priority Lien Collateral Agent” means the
Credit Agreement Agent and its successors, each in its capacity as Priority
Lien Collateral Agent under the Credit Agreement and any other Person
designated as a collateral agent with respect to any other Series of
Priority Lien Debt; provided
that, until the Discharge of Priority Lien Obligations in respect of the
Obligations under the Credit Agreement has occurred, the Credit Agreement Agent
and its successors, each in its capacity as Priority Lien Collateral Agent
under the Credit Agreement shall be the sole authorized Person to act as the
Priority Lien Collateral Agent with respect to the Obligations


 


7





















 


under the Credit Agreement and each other Series of Priority Lien
Debt unless otherwise determined by the Credit Agreement Agent or such
successor, Holdings and the Required Priority Lien Debtholders at the time such
other Series of Priority Lien Debt is incurred (such determination to be
evidenced in the Intercreditor Agreement Joinder executed and delivered in
connection with the issuance of such Series of Priority Lien Debt).


 


“Priority Lien Debt” means:


 


(a)                                  Indebtedness of Holdings, Neff
Rental or any other Grantor under the Credit Agreement (to the extent such
Indebtedness is not Refinanced with Parity Junior Lien Debt that would reduce
the Priority Lien Cap) that was permitted to be incurred and secured under each
applicable Secured Debt Document, which for purposes of the Indenture, shall be
Indebtedness that is incurred under clause (2) or clause (13) of
the definition of “Permitted Indebtedness” in the Indenture;


 


(b)                                 Indebtedness of Holdings, Neff
Rental or any other Grantor under any other Credit Facility that is secured
equally and ratably (or on such other basis as may be agreed by the relevant
holders of the Priority Lien Obligations) with the Credit Agreement by a
Priority Lien that was permitted to be incurred and so secured under each
applicable Secured Debt Document, which for purposes of the Indenture, shall be
Indebtedness that is incurred under clause (2) or clause (13) of
the definition of “Permitted Indebtedness” in the Indenture; provided, that, in the case of any
Indebtedness referred to in this clause (2), that on or before the date on
which such Indebtedness is incurred by Holdings, Neff Rental or such other
Grantor, such Indebtedness is designated by Neff LLC in an Officer’s
Certificate delivered to each Priority Lien Representative, the Priority Lien
Collateral Agent and the Parity Junior Lien Collateral Agent, as “Priority Lien
Debt” for the purposes of the Secured Debt Documents; provided, that no Series of Secured
Debt may be designated as both Parity Junior Lien Debt and Priority Lien Debt;
and


 


(c)                                  Interest Swap Obligations of
Holdings, Neff Rental or any other Grantor that are incurred pursuant to
clause (4) of the definition of “Permitted Indebtedness” in the
Indenture and permitted to be incurred under the Credit Agreement and any other
Priority Lien Documents; provided, that:


 


(i) such
Interest Swap Obligations are secured by a Priority Lien on all or
substantially all of the assets and properties that secure Indebtedness under
the Credit Facility in respect of which security for such Interest Swap
Obligations was obtained; and


 


(ii) such
Priority Lien is pari passu with the Priority Liens securing Indebtedness under
the Credit Facility in respect of which security for such Interest Swap
Obligations was obtained.


 


8





















 


“Priority Lien Documents” means the Credit Agreement and any other
Credit Facility pursuant to which any Priority Lien Debt is incurred and the
applicable Priority Lien Security Documents.


 


“Priority Lien Lenders” has the meaning set forth in the
preliminary statement.


 


“Priority Lien Obligations” means the Priority Lien Debt and all other
Obligations in respect of Priority Lien Debt.


 


“Priority Lien Representative” means:


 


(a)                                  in the case of Priority Lien
Collateral, each applicable Priority Lien Collateral Agent;


 


(b)                                 in the case of the Credit Agreement,
the Credit Agreement Agent; and


 


(c)                                  in the case of any other Series of
Priority Lien Debt, the trustee, agent or representative of the holders of such
Series of Priority Lien Debt who maintains the transfer register for such Series of
Priority Lien Debt and is appointed as a representative of the Priority Lien
Debt (for purposes related to the administration of the applicable Priority
Lien Security Documents) pursuant to a credit agreement or other agreement
governing such Series of Priority Lien Debt, and who has executed an
Intercreditor Agreement Joinder.


 


“Priority Lien Secured Party” means, at any
time, (a) each Secured Party (as defined in the Credit Agreement), (b) each
other person to whom any of the Priority Lien Obligations (including
indemnification obligations) is owed and (c) the successors and assigns of
each of the foregoing.


 


“Priority Lien Security Documents” means this
Agreement, the Collateral Documents (as defined in the Credit Agreement), and
all security agreements, pledge agreements, collateral assignments, mortgages,
deeds of trust, collateral agency agreements, control agreements, documents,
instruments or other grants or transfers for security executed and delivered by
Holdings, Neff Rental or any other Grantor creating (or purporting to create) a
Priority Lien upon Collateral in favor of the Priority Lien Representatives, in
each case, as amended, modified, renewed, restated or replaced, in whole or in
part, from time to time, in accordance with its terms.


 


“Refinance” means, in respect of any
Indebtedness, to refinance, extend, renew, restructure, refund or replace
(including by prepayment, redemption, defeasance or otherwise) or to issue
other Indebtedness or commitments pursuant to which Indebtedness may be
incurred in exchange or replacement for or in addition to such Indebtedness or
any such commitments (whether or not any Indebtedness is outstanding thereunder
and whether or not in connection therewith such Indebtedness or commitments are
increased), in each case in whole or in part. 
“Refinanced”
and “Refinancing”
shall have correlative meanings.


 


“Release” shall have the meaning assigned to
such term in Section 2.9(a).


 


9





















 


“Required Parity Junior Lien Debtholders”
means, at any time, (a) with respect to the Note Obligations, as
determined in accordance with the Indenture and (b) with respect to all
other Parity Junior Lien Obligations, at any time, the holders of more than 50%
of the sum of:


 


(i) the
aggregate outstanding principal amount of Parity Junior Lien Debt (including
outstanding letters of credit whether or not then available or drawn); and


 


(ii) other than
in connection with the exercise of remedies, the aggregate unfunded commitments
to extend credit which, when funded, would constitute Parity Junior Lien Debt.


 


For purposes of this definition, (a) Parity
Junior Lien Debt registered in the name or, or beneficially owned by, Holdings
or any Affiliate of Holdings will be deemed not to be outstanding and (b) votes
will be determined in accordance with the applicable Parity Junior Lien
Documents.


 


“Required Priority Lien Debtholders” means (a) with
respect to the Obligations under the Credit Agreement, the “Required Lenders”
under and as defined in the Credit Agreement (or any similar term in any
subsequent Credit Agreement) and (b) with respect to all other Priority
Lien Obligations, at any time, the holders of more than 50% of the sum of:


 


(i) the
aggregate outstanding principal amount of Priority Lien Debt (including
outstanding letters of credit whether or not then available or drawn);


 


(ii) the
aggregate unfunded commitments to extend credit which, when funded, would
constitute Priority Lien Debt.


 


For purposes of this definition,
(x) Priority Lien Debt registered in the name of, or beneficially owned
by, Holdings or any Affiliate of Holdings will be deemed not to be outstanding
and (y) votes will be determined in accordance with the applicable
documents governing such Priority Lien Debt.


 


“Restricted Subsidiary” has the meaning assigned to such term in
the Indenture in effect on the date hereof (or any similar term in any
subsequent Indenture).


 


“Secured Debt” means Parity Junior Lien Debt and Priority Lien Debt.


 


“Secured Debt Acceleration Event” means any
event or condition which, under the terms of any credit agreement, indenture or
other agreement governing any Series of Secured Debt causes, or permits
holders of Secured Debt outstanding thereunder (with or without the giving of
notice or lapse of time, or both, and whether or not notice has been given or
time has lapsed) to cause, the Secured Debt outstanding thereunder to become
immediately due and payable.


 


“Secured Debt Documents” means the Parity Junior Lien Documents and
the Priority Lien Documents.


 


10





















 


“Secured Debt Representative” means each Parity Junior Lien
Representative and each Priority Lien Representative.


 


“Secured Obligations” means the Parity Junior Lien Obligations
and the Priority Lien Obligations.


 


“Secured Parties” means the holders of Secured
Obligations and the Secured Debt Representatives.


 


“Security Documents” means the Priority Lien
Security Documents and the Parity Junior Lien Security Documents.


 


“Series of Parity Junior Lien Debt”
means, severally, the Notes and each other issue or series of Parity Junior
Lien Debt for which a single transfer register is maintained.


 


“Series of Priority Lien Debt” means, severally, the Indebtedness
outstanding under the Credit Agreement and any other Credit Facility pursuant
to which any Grantor incurs Priority Lien Debt.


 


“Series of Secured Debt” means each series of Parity Junior Lien Debt
and each Series of Priority Lien Debt.


 


“Subsidiary” with respect to any specified Person, means:


 


(a)                                  any corporation, of which Capital
Stock having at least a majority of the votes entitled to be cast in the
election of directors under ordinary circumstances shall at the time be owned,
directly or indirectly, by such Person; or


 


(b)                                 any other Person of which at least a
majority of the voting interest under ordinary circumstances is at the time,
directly or indirectly owned by such Person.


 


“Trustee” has the meaning assigned to such
term in the preamble to this Agreement.


 


“Uniform Commercial Code” or “UCC” 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 UCC is used to define any term herein or in any
Credit Document and such term is defined differently in different Articles of
the UCC, 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, any
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 terms “Uniform Commercial Code” and “UCC” 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.


 


11





















 


“Wells Fargo” has the meaning assigned to such
term in the preamble to this Agreement.


 


SECTION 1.2.  Rules of
Interpretation.  (a)  The
definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be
construed to have the same meaning and effect as the word “shall”.  The word “or” is not exclusive.


 


(b)                         Unless the context requires
otherwise (i) any definition of  or
reference to any statute or regulation or any agreement, instrument or other
document herein shall be construed as referring to such statute or regulation
or such agreement, instrument or other document as from time to time amended,
restated, supplemented or otherwise modified subject, in the case of the Credit
Documents, to this Agreement, (ii) any reference herein (A) to any
person shall be construed to include such person’s successors and assigns and (B) to
any Grantor shall be construed to include such Grantor as debtor and
debtor-in-possession and any receiver or trustee for any Grantor, as the case
may be, in any Insolvency or Liquidation Proceeding, (iii) the words “herein”
, “hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (iv) all references herein to Articles, Sections, clauses,
recitals and preamble shall be construed to refer to Articles, Sections,
clauses, recitals or preamble of this Agreement and (v) the words “asset “
and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


 


Notwithstanding anything to the contrary in
this Agreement, any references contained herein to any Section, clause,
paragraph or other provision of the Indenture (including any definition
contained therein) shall be deemed to be a reference to such Section, clause,
paragraph or other provision as in effect on the date of this Agreement; provided, that any reference to any such
Section, clause, paragraph or other provision shall refer to such Section,
clause, paragraph or other provision of the Indenture (including any definition
contained therein) as amended or modified from time to time if such amendment
or modification has been (1) made in accordance with the Indenture and
this Agreement and (2) prior to the Discharge of Priority Lien
Obligations, approved in a writing delivered to the Priority Lien Collateral
Agent and the Parity Junior Lien Collateral Agent by, or on behalf of, and with
the consent of, the requisite holders of Priority Lien Obligations as are
needed (if any) under the terms of the applicable Priority Lien Documents to
approve such amendment or modification.


 


(c)                          Notwithstanding anything to the
contrary in this Agreement, any references contained herein to any Section,
clause, paragraph or other provision of the Credit Agreement (including any
definition contained therein) shall be deemed to be a reference to such
Section, clause, paragraph or other provision as in effect from time to time.


 


12





















 


ARTICLE II



THE LIENS


 


SECTION 2.1.  Priority of
Liens.  Notwithstanding anything else
contained herein or in any of the other Credit Documents, it is the intent of
the parties that:


 


(a)                          the grant of Priority Liens pursuant
to the Priority Lien Security Documents and the grant of Parity Junior Liens
pursuant to the Parity Junior Lien Security Documents, respectively, create two
separate and distinct Liens: the Priority Liens securing the payment and
performance of the Priority Lien Obligations and the Parity Junior Liens securing
the payment and performance of the Parity Junior Lien Obligations,
respectively; and


 


(b)                         the Parity Junior Liens securing the
Parity Junior Lien Obligations are subject and subordinate to the Priority
Liens securing the Priority Lien Obligations.


 


SECTION 2.2.  Relative
Priorities.  Notwithstanding (a) the
date, time, method, manner or order of grant, attachment or perfection of any
Parity Junior Lien or any Priority Lien, (b) the order or time of filing
or recordation of any document or instrument for perfecting the Liens in favor
the Priority Lien Collateral Agent (or any Priority Lien Secured Party) or the
Parity Junior Lien Collateral Agent (or any Parity Junior Lien Secured Party),
or (c) any provision of the UCC or any other applicable law or the
provisions of any Credit Document, any alleged or actual defect or deficiency
in any of the foregoing or any other circumstance whatsoever, the Parity Junior
Lien Collateral Agent, for itself and on behalf of the other Parity Junior Lien
Secured Parties, hereby agrees that, so long as the Discharge of Priority Lien
Obligations has not occurred, (i) any Priority Lien now or hereafter held
by or for the benefit of any Priority Lien Secured Party shall be senior in
right, priority, operation, effect and all other respects to any and all Parity
Junior Liens and (ii) any Parity Junior Lien now or hereafter held by or
for the benefit of any Parity Junior Lien Secured Party shall be junior and
subordinate in right, priority, operation, effect and all other respects to any
and all Priority Liens.  The Priority
Liens shall be and remain senior in right, priority, operation, effect and all
other respects to any Parity Junior Liens for all purposes, whether or not any
Priority Liens are subordinated in any respect to any other Lien securing any
other obligation of any Grantor or any other person and irrespective of the
date, time, method, manner or order of grant, attachment or perfection of any
such Liens and security interests and whether or not the Priority Liens are
valid, perfected or enforceable.


 


SECTION 2.3.  Prohibition
on Contesting Liens.  Each of the
Priority Lien Collateral Agent, for itself and on behalf of the other Priority
Lien Secured Parties, and the Parity Junior Lien Collateral Agent, for itself and
on behalf of the other Parity Junior Lien Secured Parties, agrees that it will
not, and hereby waives any right to, contest or challenge (or support any other
person in contesting or challenging), directly or indirectly, in any proceeding
(including any Insolvency or Liquidation Proceeding), the perfection, priority,
validity or enforceability of any Parity Junior Lien or any Priority Lien, as
the case may be, and the Parity Junior Lien Collateral Agent, for itself and on
behalf of the other Parity Junior Lien Secured Parties, agrees that it will
not, and hereby waives any right to, demand, request, plead or otherwise assert
or claim the benefit of any marshalling, approval, valuation or similar right
which it may have in respect of the Collateral or the Parity Junior Liens; provided that nothing in this Agreement shall be


 


13





















 


construed to prevent or impair
the rights of the Priority Lien Collateral Agent, the Priority Lien
Representative or any Priority Lien Secured Party to enforce this Agreement.


 


SECTION 2.4.  No New
Liens.  The parties hereto agree
that, so long as the Discharge of Priority Lien Obligations has not occurred,
none of the Grantors shall, or shall permit any of its Subsidiaries to, (a) grant
or permit any additional Liens on any asset or property of any Grantor to
secure any Parity Junior Lien Obligation unless it has granted, or concurrently
therewith grants, a Lien on such asset or property of any Grantor to secure the
Priority Lien Obligations or (b) subject to Section 10.01(b) of
the Indenture, grant or permit any additional Liens on any asset or property to
secure any Priority Lien Obligations unless it has granted, or concurrently
therewith grants, a Lien on such asset to secure the Parity Junior Lien
Obligations, with each such Lien to be subject to the provisions of this
Agreement; provided, that
the Parity Junior Lien Collateral Agent agrees (on behalf of itself and the
holders of Parity Junior Lien Obligations) that no holder of Parity Junior Lien
Obligations shall obtain, permit or suffer to exist any Lien on any assets or
property of any Grantor not subject to a Lien in favor of the Priority Lien
Collateral Agent or any other Priority Lien Secured Party unless (i) the
Priority Lien Collateral Agent, for the benefit of itself and the Priority Lien
Secured Parties, also obtains a Lien on such assets or property or (ii) the
Priority Lien Collateral Agent declines in a writing to the Parity Junior Lien
Collateral Agent to obtain a Lien on such assets; and provided,
further, that in the event that the Parity Junior Lien Collateral
Agent or any holder of Parity Junior Lien Obligations obtains such a Lien on
any assets or property of Holdings or any other Grantor in contravention of
this Section 2.4 that do not also secure the Priority Lien Obligations,
the Parity Junior Lien Collateral Agent will immediately notify the Priority
Lien Collateral Agent in writing of such Lien and shall either (i) release
such Lien or (ii) assign such Lien to the Priority Lien Collateral Agent
for the benefit of the Priority Lien Secured Parties as security for the
Priority Lien Obligations (unless Holdings or the applicable Grantor, as
applicable, shall promptly grant a similar Lien on such assets or property to
the Priority Lien Collateral Agent for the benefit of the Priority Lien Secured
Parties and such Lien shall be prior to the Lien of the Parity Junior Lien
Collateral Agent on such assets or property as a result of this Agreement or
otherwise).  To the extent that the
provisions of the immediately preceding sentence are not complied with for any
reason, without limiting any other right or remedy available to the Priority
Lien Collateral Agent or the other Priority Lien Secured Parties, the Parity
Junior Lien Collateral Agent agrees, for itself and on behalf of the holders of
Parity Junior Lien Obligations, that any amounts received by or distributed to
the Parity Junior Lien Collateral Agent or any holder of Parity Junior Lien
Obligations pursuant to or as a result of any Lien granted in contravention of
this Section shall be subject to Section 2.11.


 


SECTION 2.5.  Similar
Liens and Agreements.  Subject to Section 10.01(b) of
the Indenture, each of the parties hereto acknowledges and agrees that it is
its intention that the Priority Lien Collateral and the Parity Junior Lien
Collateral be identical.  In furtherance
of the foregoing, the parties hereto agree:


 


(a)                          to cooperate in good faith in order
to determine, upon any reasonable request by the Priority Lien Collateral Agent
or the Parity Junior Lien Collateral Agent, the specific assets included in the
Priority Lien Collateral and the Parity Junior Lien Collateral, the steps taken
to perfect the Priority Liens and the Parity Junior Liens thereon and the identity
of


 


14





















 


the respective Grantors obligated under the
Priority Lien Documents and the Parity Junior Lien Documents; and


 


(b)                         that the documents, agreements and
instruments creating or evidencing the Parity Junior Lien Collateral and the
Parity Junior Liens shall be in all material respects in the same form as the
documents, agreements and instruments creating or evidencing the Priority Lien
Collateral and the Priority Liens, other than with respect to the first
priority and second priority nature of the Liens created or evidenced
thereunder, the identity of the Secured Parties that are parties thereto or
secured thereby and other matters contemplated by this Agreement.


 


SECTION 2.6.  Restrictions
on Enforcement of Parity Junior Liens. 
(a)  Until the Discharge of Priority Lien Obligations, the Priority
Lien Representatives and the holders of Priority Lien Obligations will have,
subject to the exceptions set forth below in clauses (1) through (4),
the exclusive right to act with respect to the Security Documents and the
Collateral, including the exclusive right to enforce, collect or realize on any
Collateral or exercise any other right or remedy with respect to the Collateral
and neither the Parity Junior Lien Collateral Agent nor the holders of Parity
Junior Lien Obligations may authorize or direct the Priority Lien
Representatives or any other Person with respect to such matters.  Notwithstanding the foregoing, the Parity
Junior Lien Representatives and the holders of Parity Junior Lien Obligations
may direct the Parity Junior Lien Collateral Agent:


 


(1)                          without any condition or restriction
whatsoever, at any time after the Discharge of Priority Lien Obligations;


 


(2)                             subject to the prior Discharge of
Priority Lien Obligations, as necessary to redeem any Collateral in a creditor’s
redemption permitted by law or to deliver any notice or demand necessary to
enforce any right to claim, take or receive proceeds of Collateral remaining
after the Discharge of Priority Lien Obligations in the event of foreclosure or
other enforcement of any Permitted Lien;


 


(3)                             as necessary to perfect or establish
the second priority (subject to Priority Liens and other Permitted Liens and
other than with respect to the possession or control of the Pledged or
Controlled Collateral) of the Parity Junior Liens upon any Collateral; provided, that unless otherwise agreed to
by the Parity Junior Lien Collateral Agent in the Security Documents, the
Parity Junior Lien Representatives and the holders of Parity Junior Lien
Obligations may not require the Parity Junior Lien Collateral Agent to take any
action to perfect any Collateral through possession or control; or


 


(4)                             as necessary to create, prove,
preserve or protect (but not enforce) the Parity Junior Liens upon any
Collateral.


 


(b)                         So long as the Discharge of Priority
Lien Obligations has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced, the Priority Lien Collateral Agent, the Priority
Lien Representatives and the holders of Priority Lien Obligations shall have
the exclusive right to enforce rights and exercise remedies (including any
right of setoff) with respect to the Collateral (including making
determinations regarding the release, Disposition or restrictions with respect
to the Collateral (including the enforcement of any right


 


15





















 


under any account control agreement, landlord
waiver or bailee’s letter or any similar agreement or arrangement to which the
Parity Junior Lien Collateral Agent or any other Parity Junior Lien Secured
Party is a party), or to commence or seek to commence any action or proceeding
with respect to such rights or remedies (including any foreclosure action or
proceeding or any Insolvency or Liquidation Proceeding), in each case, without
any consultation with or any consent of the Parity Junior Lien Collateral
Agent, any Parity Junior Lien Representative or any holder of Parity Junior
Lien Obligations; provided that,
notwithstanding the foregoing:


 


(i) in any
Insolvency or Liquidation Proceeding, the Parity Junior Lien Collateral Agent
may file a proof of claim or statement of interest with respect to the Parity
Junior Lien Obligations;


 


(ii) the Parity
Junior Lien Collateral Agent may take any action (other than actions relating
to enforcement of Parity Junior Liens) to preserve or protect the validity,
perfection, second priority and enforceability of the Parity Junior Liens, provided that no such action is, or could
reasonably be expected to be, (A) adverse in any respect to the Priority
Liens or the rights of the Priority Lien Collateral Agent, the Priority Lien
Representatives or any holders of Priority Lien Obligations to exercise
remedies in respect thereof or (B) otherwise inconsistent with the terms
of this Agreement, including the automatic release of Parity Junior Liens
provided in Section 2.9 and the automatic amendment of the Parity Junior
Lien Security Documents provided in Section 2.15(c);


 


(iii) the
holders of Parity Junior Lien Obligations may file any responsive or defensive
pleadings in opposition to any motion, claim, adversary proceeding or other
pleading made by any person objecting to or otherwise seeking the disallowance
of the claims of the holders of Parity Junior Lien Obligations, including any
claims secured by the Collateral or otherwise make any agreements or file any
motions pertaining to the Parity Junior Lien Obligations, in each case, to the
extent not inconsistent with the terms of this Agreement;


 


(iv) the holders
of Parity Junior Lien Obligations may exercise rights and remedies as unsecured
creditors, as provided in Section 2.8; and


 


(v) subject to Section 2.6(a),
the Parity Junior Lien Collateral Agent and the holders of Parity Junior Lien
Obligations may enforce any of their rights and exercise any of their remedies
with respect to the Collateral after the Discharge of Priority Lien Obligations


 


(the actions described in clauses (i) through
(v) being referred to herein as the “Parity Junior Lien Permitted Actions”).


 


Except for the Parity Junior Lien Permitted Actions, unless and until
the Discharge of Priority Lien Obligations has occurred, the sole right of the
Parity Junior Lien Collateral Agent, the Parity Junior Lien Representatives and
the holders of Parity Junior Lien Obligations with respect to the Collateral
shall be to receive a share of the proceeds of the Collateral, if any, after
the


 


16





















 


Discharge of Priority Lien Obligations has occurred and then in
accordance with the Parity Junior Lien Documents and applicable law.


 


(c)                                  In exercising rights and remedies
with respect to the Collateral, the Priority Lien Representatives and the
holders of Priority Lien Obligations may enforce the provisions of the Priority
Lien Documents and exercise remedies thereunder, all in such order and in such
manner as they may determine in their sole discretion.  Such exercise and enforcement shall include
the rights of an agent appointed by them to Dispose of Collateral upon
foreclosure, to incur expenses in connection with any such Disposition and to
exercise all the rights and remedies of a secured creditor under the Uniform
Commercial Code, the Bankruptcy Code or any other Bankruptcy Law.  The Priority Lien Collateral Agent agrees, if
commercially practicable, to provide at least three Business Days’ prior
written notice to the Parity Junior Lien Collateral Agent of its intention to
foreclose upon or Dispose of any Collateral.


 


(d)                                 The Parity Junior Lien Collateral
Agent, for itself and on behalf of the Parity Junior Lien Representatives and
the other holders of Parity Junior Lien Obligations, hereby acknowledges and
agrees that no covenant, agreement or restriction contained in any Parity
Junior Lien Security Document (other than this Agreement) or any other Parity
Junior Lien Document shall be deemed to restrict in any way the rights and
remedies set forth in this Agreement of the Priority Lien Collateral Agent, the
Priority Lien Representatives or the holders of Priority Lien Obligations with
respect to the Collateral.


 


SECTION 2.7.  No
Interference.  The Parity Junior Lien
Collateral Agent, for itself and on behalf of the Parity Junior Lien
Representatives and any other Parity Junior Lien Secured Parties, agrees that,
whether or not any Insolvency or Liquidation Proceeding has been commenced, the
Parity Junior Lien Collateral Agent, the Parity Junior Lien Representatives and
the other Parity Junior Lien Secured Parties:


 


(a)                                  will not, so long as the Discharge
of Priority Lien Obligations has not occurred and except for Parity Junior Lien
Permitted Actions, (A) enforce or exercise, or seek to enforce or
exercise, any rights or remedies (including any right of setoff) with respect
to any Collateral (including the enforcement of any right under any account
control agreement, landlord waiver or bailee’s letter or any similar agreement
or arrangement to which the Parity Junior Lien Collateral Agent or any other
Parity Junior Lien Secured Party is a party or is entered into for such Person’s
benefit), (B) commence or join with any Person (other than the Priority
Lien Collateral Agent) in commencing, or petition for or vote in favor of any
resolution for, any action or proceeding with respect to such rights or
remedies (including any foreclosure action) with respect to Collateral, (C) exercise
any right to Dispose of any Collateral or any proceeds thereof or (D) exercise
any right to notify any third party account debtors of any Grantor to make
payment in respect of the Collateral directly to any Parity Junior Lien Secured
Party or any Person on any such Parity Junior Lien Secured Party’s behalf;


 


(b)                                 will not contest, protest or object
to or otherwise interfere with any foreclosure action or proceeding brought by
the Priority Lien Collateral Agent or any other Priority Lien Secured Party, or
any other enforcement or exercise by any Priority Lien Secured Party of any
rights or remedies relating to the Collateral under the Priority Lien Documents
or


 


17





















 


otherwise, so long as Parity Junior Liens
attach to the proceeds thereof subject to the relative priorities set forth in Section 2.2;


 


(c)                                  will not object to the forbearance
by the Priority Lien Collateral Agent or any other Priority Lien Secured
Parties from commencing or pursuing any foreclosure action or other proceeding
or any other enforcement or exercise of any rights or remedies with respect to
the Collateral;


 


(d)                                 will not, so long as the Discharge
of Priority Lien Obligations has not occurred and except for Parity Junior Lien
Permitted Actions, take or receive any Collateral or any proceeds thereof or
payment with respect thereto in connection with the exercise of any right or
enforcement of any remedy (including any right of setoff) with respect to any
Collateral or in connection with any insurance policy award under a policy of
insurance relating to Collateral or any condemnation award (or deed in lieu of
condemnation) relating to Collateral;


 


(e)                                  will not, except for Parity Junior
Lien Permitted Actions, take any action that would, or could reasonably be
expected to, hinder, in any manner, any exercise of remedies against Collateral
under the Priority Lien Documents, including any Disposition of any Collateral,
whether by foreclosure or otherwise;


 


(f)                                    will not object to the manner in
which the Priority Lien Collateral Agent or any other Priority Lien Secured
Party may seek to enforce or collect the Priority Lien Obligations or the
Priority Liens, regardless of whether any action or failure to act by or on
behalf of the Priority Lien Collateral Agent or any other Priority Lien Secured
Party is, or could be, adverse to the interests of any Parity Junior Lien
Secured Party, and will not assert, and hereby waive, to the fullest extent
permitted by law, any right to demand, request, plead or otherwise assert or
claim the benefit of any marshalling, appraisal, valuation or other similar
right that may be available under applicable law with respect to the Collateral
or any similar rights a junior secured creditor may have under applicable law;
and


 


(g)                                 will not attempt, directly or
indirectly, whether by judicial proceeding or otherwise, to challenge or
question the validity, perfection, priority or enforceability of any Priority
Lien Obligation or any Priority Lien Document, including this Agreement, or the
validity or enforceability of the priorities, rights or obligations established
by this Agreement.


 


SECTION 2.8.  Rights as
Unsecured Creditors.  Notwithstanding
anything herein to the contrary, the Parity Junior Lien Collateral Agent and
the other Parity Junior Lien Secured Parties may, in accordance with the terms
of the Parity Junior Lien Documents and applicable law, enforce rights and
exercise remedies against any Grantor as unsecured creditors.  Nothing in this Agreement shall prohibit the
receipt by the Parity Junior Lien Collateral Agent or any other Parity Junior
Lien Secured Party of the required payments of principal, premium, interest,
fees and other amounts due under the Parity Junior Lien Documents so long as
such receipt is not the direct or indirect result of the enforcement or
exercise by the Parity Junior Lien Collateral Agent or any other Parity Junior
Lien Secured Party or any other Person of any rights or remedies as a secured
creditor (including any right of setoff) or enforcement of any Parity Junior
Lien in contravention of this Agreement and subject, in the case of
post-petition interest, to Section 2.14(b).


 


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SECTION 2.9.  Automatic
Release of Parity Junior Liens.  (a)  If,
in connection with (i) any Disposition of any Collateral permitted under
the terms of the Priority Lien Documents or (ii) the enforcement or
exercise of any rights or remedies with respect to the Collateral, including
any Disposition of Collateral, the Priority Lien Collateral Agent, for itself
and on behalf of the other Priority Lien Secured Parties, (x) releases any of
the Priority Liens or (y) releases any Grantor (other than Holdings or Neff
Rental, as applicable) from its obligations under its guarantee of the Priority
Lien Obligations (in each case, a “Release”),
other than any such Release granted in connection with the Discharge of
Priority Lien Obligations, then, subject to Section 2.9(b), the Parity
Junior Liens on such Collateral, and the obligations of such Grantor under its
guarantee of the Parity Junior Lien Obligations, shall be automatically,
unconditionally and simultaneously released to the same extent, and the Parity
Junior Lien Collateral Agent shall, for itself and on behalf of the other
Parity Junior Lien Secured Parties, promptly execute and deliver to the
Priority Lien Collateral Agent and the relevant Grantor such termination
statements, releases and other documents as the Priority Lien Collateral Agent
or the relevant Grantor may reasonably request to effectively confirm such
Release; provided that, in the case of a
Disposition of Collateral (other than any such Disposition in connection with
the enforcement or exercise of any rights or remedies with respect to the
Collateral), the Parity Junior Liens shall not be so released if such
Disposition is not permitted under the terms of the Indenture.


 


(b)                                 Notwithstanding Section 2.9(a),
in the event that a Release is of all or substantially all of the Collateral or
all or substantially all of the Grantors, then such Release (other than a
Release in connection with the enforcement or exercise of any rights or
remedies with respect to the Collateral (including with respect to any
Collateral that is the Capital Stock of any Grantor) permitted hereunder) shall
require the consent of the Required Parity Junior Lien Debtholders.


 


(c)                                  Until the Discharge of Priority Lien
Obligations occurs, the Parity Junior Lien Collateral Agent, for itself and on
behalf of the Parity Junior Lien Representatives and each other Parity Junior
Lien Secured Party, hereby appoints the Priority Lien Collateral Agent, and any
officer or agent of the Priority Lien Collateral Agent, with full power of
substitution, as the attorney-in-fact of each Parity Junior Lien Secured Party
for the purpose of carrying out the provisions of Section 2.9(a) and
taking any action and executing any instrument that the Priority Lien
Collateral Agent may deem necessary or advisable to accomplish the purposes of Section 2.9(a) (including
any endorsements or other instruments of transfer or release), which
appointment is irrevocable and coupled with an interest.


 


SECTION 2.10.  Insurance
and Condemnation Awards.  So long as
the Discharge of Priority Lien Obligations has not occurred, the Priority Lien
Collateral Agent and the other Priority Lien Secured Parties shall have the
exclusive right, subject to the rights of the Grantors under the Priority Lien
Documents, to settle and adjust claims in respect of Collateral under policies
of insurance covering Collateral and to approve any award granted in any
condemnation or similar proceeding, or any deed in lieu of condemnation, in
respect of the Collateral.  All proceeds
of any such policy and any such award, or any payments with respect to a deed
in lieu of condemnation, shall be paid (a) first, prior to the Discharge
of Priority Lien Obligations and subject to the rights of the Grantors under
the Priority Lien Documents, to the Priority Lien Collateral Agent for the
benefit of Priority Lien Secured Parties pursuant to the terms of the Priority
Lien Documents, (b) second, after the Discharge of Priority Lien
Obligations and subject


 


19





















 


to the rights of the Grantors
under the Parity Junior Lien Documents, to the Parity Junior Lien Collateral
Agent for the benefit of the Parity Junior Lien Secured Parties pursuant to the
terms of the Parity Junior Lien Documents, and (c) third, if no Parity Junior
Lien Obligations are outstanding, to the applicable Grantor, or such other
person as may be entitled thereto or as a court of competent jurisdiction may
otherwise direct.  Until the Discharge of
Priority Lien Obligations has occurred, if the Parity Junior Lien Collateral
Agent or any other Parity Junior Lien Secured Party shall, at any time, receive
any proceeds of any such insurance policy or any such award or payment, it
shall transfer and pay over such proceeds to the Priority Lien Collateral Agent
in accordance with Section 2.11.


 


SECTION 2.11.  Payment
Over.  So long as the Discharge of
Priority Lien Obligations has not occurred, any Collateral, or any proceeds
thereof or payment with respect thereto (together with assets, property or
proceeds subject to Liens referred to in the final sentence of Section 2.4),
received by the Parity Junior Lien Collateral Agent or any holder of Parity
Junior Lien Obligations in connection with any Disposition of, or collection
on, such Collateral upon the enforcement or the exercise of any right or remedy
(including any right of setoff) with respect to the Collateral, or in
connection with any insurance policy claim or any condemnation award (or deed
in lieu of condemnation) or otherwise with respect to the Collateral, in
contravention of this Agreement shall be segregated and held in trust and
forthwith transferred or paid over to the Priority Lien Collateral Agent for
the benefit of holders of Priority Lien Obligations in the same form as
received, together with any necessary endorsements, or as a court of competent
jurisdiction may otherwise direct.  Until
the Discharge of Priority Lien Obligations occurs, the Parity Junior Lien
Collateral Agent, for itself and on behalf of each other holder of Parity
Junior Lien Obligations, hereby appoints the Priority Lien Collateral Agent,
and any officer, agent or other designee of the Priority Lien Collateral Agent,
with full power of substitution, the attorney-in-fact of each such Person for
the purpose of carrying out the provisions of this Section 2.11 and taking
any action and executing any instrument that the Priority Lien Collateral Agent
may deem necessary or advisable to accomplish the purposes of this Section 2.11,
which appointment is irrevocable and coupled with an interest.


 


SECTION 2.12.  Bailment
and Sub-Agency for Perfection of Certain Security Interests.  (a)  The Priority Lien Collateral
Agent agrees that if it shall at any time hold a Priority Lien on any
Collateral that can be perfected by the possession or control of such
Collateral or of any account in which such Collateral is held, and if such
Collateral or any such account is in fact in the possession or under the
control of the Priority Lien Collateral Agent, or of agents or bailees of the
Priority Lien Collateral Agent (such Collateral being referred to herein as the
“Pledged or Controlled
Collateral”) or if it shall any time obtain any landlord waiver
or bailee’s letter or any similar agreement or arrangement granting it rights
or access to Collateral, the Priority Lien Collateral Agent shall, solely for
the purpose of perfecting the Parity Junior Liens granted under the Parity
Junior Lien Documents and subject to the terms and conditions of clauses (a) and
(b) of this Section 2.12, also hold such Pledged or Controlled
Collateral, or take such actions with respect to such landlord waiver, bailee’s
letter, similar agreement or arrangement, as bailee for the Parity Junior Lien
Collateral Agent solely for the purpose of perfecting the Parity Junior Liens,
including for the benefit of the Parity Junior Lien Collateral Agent for
purposes of Section 9-313 and 8-301 of the Uniform Commercial Code.


 


20





















 


(b)                                 So long as the Discharge of Priority
Lien Obligations has not occurred, except as otherwise expressly provided by
this Agreement, the Priority Lien Collateral Agent shall be entitled to deal
with the Pledged or Controlled Collateral in accordance with the terms of this
Agreement and the other Priority Lien Documents as if the Parity Junior Liens
did not exist.  The obligations and
responsibilities of the Priority Lien Collateral Agent to the Parity Junior
Lien Collateral Agent and the holders of Parity Junior Lien Obligations under
clauses (a) and (b) of this Section 2.12 shall be limited
solely to holding or controlling the Pledged or Controlled Collateral as bailee
solely for purposes of perfection in accordance with clauses (a) and (b) of
this Section 2.12.  Without limiting
the foregoing, the Priority Lien Collateral Agent shall have no obligation or
responsibility to ensure that any Pledged or Controlled Collateral is genuine
or owned by any of the Grantors or that the Liens of the Parity Junior Lien
Collateral Agent or holders of Parity Junior Lien Obligations are perfected.  The Priority Lien Collateral Agent acting
pursuant to clauses (a) and (b) of this Section 2.12 shall
not, by reason of this Agreement, any other Security Document or any other
document, have a fiduciary relationship in respect of any Parity Junior Lien
Collateral Agent or any holders of Parity Junior Lien Obligations.


 


SECTION 2.13.  Discretion
in Enforcement of Priority Liens.  (a)  In
exercising rights and remedies with respect to the Collateral, the Priority
Lien Representatives may enforce (or refrain from enforcing) the provisions of
the Priority Lien Documents and exercise (or refrain from exercising) remedies
thereunder or any such rights and remedies, all in such order and in such
manner as they may determine in the exercise of their sole and exclusive
discretion, including:


 


(1)                                  the exercise or forbearance from
exercise of all rights and remedies in respect of the Collateral or the
Priority Lien Obligations;


 


(2)                                  the enforcement or forbearance from
enforcement of any Priority Lien in respect of the Collateral;


 


(3)                                  the exercise or forbearance from
exercise of rights and powers of a holder of Capital Stock included in the
Priority Lien Collateral to the extent provided in the Priority Lien Security
Documents;


 


(4)                                  the acceptance of the Collateral in
full or partial satisfaction of the Priority Lien Obligations; and


 


(5)                                  the exercise or forbearance from
exercise of all rights and remedies of a secured lender under the UCC or any
similar law of any applicable jurisdiction or in equity.


 


(b)                                 Without in any way limiting the
generality of Section 2.13(a), the holders of Priority Lien Obligations
and the Priority Lien Representatives and the Priority Lien Collateral Agent
may, at any time and from time to time, without the consent of or notice to holders
of Parity Junior Lien Obligations or the Parity Junior Lien Representatives,
without incurring responsibility to holders of Parity Junior Lien Obligations
and the Parity Junior Lien Representatives and without impairing or releasing
the subordination provided in this Agreement


 


21





















 


or the obligations hereunder of holders of
Parity Junior Lien Obligations and the Parity Junior Lien Representatives, do
any one or more of the following:


 


(1)                                  change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, the Priority Lien
Obligations, or otherwise amend or supplement in any manner the Priority Lien
Obligations, or any instrument evidencing the Priority Lien Obligations or any
agreement under which the Priority Lien Obligations are outstanding;


 


(2)                                  release any Person or entity liable
in any manner for the collection of the Priority Lien Obligations;


 


(3)                                  release the Priority Lien on any
Collateral; and


 


(4)                                  exercise or refrain from exercising
any rights against any Grantor.


 


(c)                                  The Lien priorities provided for
herein and the respective rights, interests, agreements and obligations
hereunder of the Priority Lien Collateral Agent and the other Priority Lien
Secured Parties and the Parity Junior Lien Collateral Agent and the other
Parity Junior Lien Secured Parties shall remain in full force and effect
irrespective of:


 


(1)                                  any lack of validity or
enforceability of any Credit Document;


 


(2)                                  any change in the time, place or
manner of payment of, or in any other term of (including, subject to the
limitations set forth in Section 2.15(a), the Refinancing of), all or any
portion of the Priority Lien Obligations, it being specifically acknowledged
that a portion of the Priority Lien Obligations consists or may consist of
Indebtedness that is revolving in nature, and the amount thereof that may be
outstanding at any time or from time to time may be increased or reduced and
subsequently reborrowed;


 


(3)                                  any change in the time, place or manner
of payment of, or, subject to the limitations set forth in Section 2.15(a),
in any other term of, all or any portion of the Priority Lien Obligations;


 


(4)                                  any amendment, waiver or other
modification, whether by course of conduct or otherwise, of any Credit
Document;


 


(5)                                  the securing of any Priority Lien
Obligations or Parity Junior Lien Obligations with any additional collateral or
guarantees, or any exchange, release, voiding, avoidance or non-perfection of
any security interest in any Collateral or any other collateral or any release
of any guarantee securing any Priority Lien Obligations or Parity Junior Lien
Obligations; or


 


(6)                                  any other circumstances that
otherwise might constitute a defense available to, or a discharge of, the
Grantors in respect of the Priority Lien Obligations or this Agreement, or any
of the Parity Junior Lien Secured Parties in respect of this Agreement.


 


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SECTION 2.14.  Post
Petition Interest.  (a)  The
Parity Junior Lien Representative and the Parity Junior Lien Collateral Agent,
for itself and on behalf of the other Parity Junior Lien Secured Parties,
agrees that no Parity Junior Lien Secured Party shall oppose or seek to
challenge any claim by the Priority Lien Representative, the Priority Lien
Collateral Agent or any other Priority Lien Secured Party for allowance and
current payment in any Insolvency or Liquidation Proceeding of Priority Lien
Obligations consisting of post-petition interest, fees or expenses to the extent
of the value of the Priority Liens (it being understood and agreed that such
value shall be determined without regard to the existence of the Parity Junior
Liens on the Collateral).


 


(b)                                 The Priority Lien Collateral Agent,
for itself and on behalf of the other Priority Lien Secured Parties, agrees
that no Priority Lien Secured Party shall oppose or seek to challenge any claim
by the Parity Junior Lien Collateral Agent or any other Parity Junior Lien
Secured Party for allowance in any Insolvency or Liquidation Proceeding of
Parity Junior Lien Obligations consisting of post-petition interest, fees or
expenses to the extent of the value of the Parity Junior Liens (it being
understood and agreed that such value shall be determined taking into account
the Priority Liens on the Collateral) if any such post-petition interest, fees
and expenses shall accrue (and not be payable or paid in cash) until the
Discharge of Priority Lien Obligations has occurred.


 


SECTION 2.15.  Amendment
of Certain Documents.  (a)  The
Priority Lien Documents may be amended, supplemented or otherwise modified in
accordance with their terms, and the Indebtedness under the Credit Agreement
may be Refinanced, in each case, without the consent of any holder of Parity
Junior Lien Obligations; provided,
however, that, without the consent of
the Required Parity Junior Lien Debtholders, no such amendment, supplement,
modification or Refinancing shall (i) contravene any provision of this
Agreement or (ii) result in the aggregate principal amount of the Priority
Lien Debt that is outstanding or available to be drawn under the Priority Lien
Documents (as so amended, supplemented, modified or Refinanced) exceeding the
Priority Lien Cap at such time.


 


(b)                                 Without the prior written consent of
the Required Priority Lien Debtholders, no Parity Junior Lien Document may be
amended, supplemented or otherwise modified, or entered into, to the extent
such amendment, supplement or modification, or the terms of such new Parity
Junior Lien Document, would contravene the provisions of this Agreement.


 


(c)                                  In the event that the Priority Lien
Collateral Agent or the holders of Priority Obligations and the relevant
Grantor enter into any amendment, modification, waiver or consent in respect of
any of the Priority Lien Security Documents (other than this Agreement), then
such amendment, modification, waiver or consent shall apply automatically to
any comparable provisions of the analogous Parity Junior Lien Security Document
(other than this Agreement), in each case, without the consent of the Parity
Junior Lien Collateral Agent or any holder of Parity Junior Lien Obligations or
Holdings or any other Grantor and without any action by the Parity Junior Lien
Collateral Agent or Holdings or any other Grantor; provided, that (i) no such amendment, modification,
waiver or consent shall (A) materially adversely affect the rights of
Parity Junior Lien Collateral Agent or the holders of Parity Junior Lien
Obligations in the Parity Junior Lien Collateral and not the other Secured Parties
in a like or similar manner (taking into account their relative priorities), (B) release
assets subject to the Parity Junior Liens or


 


23





















 


release any such Liens, except to the extent
that such release is permitted or required by this Agreement and provided that
there is a substantially concurrent release of the corresponding Priority
Liens, (C) amend, modify or otherwise affect the rights or duties of the
Parity Junior Lien Collateral Agent without its prior written consent, (D) permit
Liens on the Collateral that are not permitted under the terms of the Parity
Junior Lien Documents or (E) result in the aggregate principal amount of
the Priority Lien Debt that is outstanding or available to be drawn under the
Priority Lien Documents (as so amended, supplemented, modified or Refinanced)
exceeding the Priority Lien Cap at such time and (ii) notice of such
amendment, modification, waiver or consent shall have been given to the Parity
Junior Lien Collateral Agent and each Parity Junior Lien Representative at
least three Business Days prior to the effective date of such amendment,
modification, waiver or consent.


 


SECTION 2.16.  Certain
Notices in Security Documents.  The
holders of Parity Junior Lien Obligations and the Parity Junior Lien Collateral
Agent agree that each Parity Junior Lien Security Document that secures Parity
Junior Lien Obligations (but not also securing Priority Lien Obligations) will
include the following language:


 


“Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Collateral Agent
pursuant to this Agreement and the exercise of any right or remedy by such
Collateral Agent hereunder are subject to the provisions of the Intercreditor
Agreement dated as of July 8, 2005, among Neff Rental LLC, Neff Finance
Corp., Neff Rental, Inc., the Grantors from time to time party thereto,
General Electric Capital Corporation, as agent under the Credit Agreement (as
defined therein) and as Priority Lien Collateral Agent (as defined therein),
and Wells Fargo Bank, National Association, as trustee under the Indenture (as
defined therein) and as Parity Junior Lien Collateral Agent (as defined
therein) (as amended, supplemented, amended and restated or otherwise modified
and in effect from time to time, the “Intercreditor
Agreement”).  In the event of
any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement will govern.”


 


provided, however,
that if the jurisdiction in which any such Parity Junior Lien Security Document
will be filed prohibits the inclusion of the language above or would prevent a
document containing such language from being recorded, the Parity Junior Lien
Representatives and the Priority Lien Representatives agree, prior to such
Parity Junior Lien Document being entered into, to negotiate in good faith
replacement language stating that the lien and security interest granted under
such Parity Junior Lien Document is subject to the provisions of this
Agreement.


 


SECTION 2.17.  Certain
Voting Matters.


 


(a)                                  Each of the Priority Lien
Representatives, on behalf of the holders of Priority Lien Obligations, and the
Parity Junior Lien Collateral Agent and the Priority Lien Collateral Agent and
the Parity Junior Lien Representatives, on behalf of the holders of the
applicable Parity Junior Lien Obligations, agrees that the relevant Secured
Parties will vote as separate classes in connection with any plan of
reorganization in any Insolvency or Liquidation Proceeding and that neither any
Agent nor any Secured Party will seek to vote with the other as a single class
in connection with any plan of reorganization in any Insolvency or Liquidation
Proceeding.


 


24





















 


(b)                                 Each of the Parity Junior Lien
Representatives and the holders of the Parity Junior Lien Obligations shall
retain the right to vote and otherwise act in any Insolvency or Liquidation
Proceeding (including the right to vote to accept or reject any plan of
reorganization) to the extent not inconsistent with the provisions hereof.


 


SECTION 2.18.  No Waiver
by Priority Lien Secured Parties. 
Other than with respect to the Parity Junior Lien Permitted Actions and
subject to Section 2.3, nothing contained herein shall prohibit or in any
way limit the Priority Lien Collateral Agent or any other Priority Lien Secured
Party from opposing, challenging or objecting to, in any Insolvency or
Liquidation Proceeding or otherwise, any action taken, or any claim made, by
the Parity Junior Lien Collateral Agent, any Parity Junior Lien Representative
or any other Parity Junior Lien Secured Party, including any request by the
Parity Junior Lien Collateral Agent or any other Parity Junior Lien Secured
Party for adequate protection or any exercise by the Parity Junior Lien
Collateral Agent, any Parity Junior Lien Representative or any other Parity
Junior Lien Secured Party of any of its rights and remedies under the Parity
Junior Lien Documents or otherwise.


 


ARTICLE III



INTERCREDITOR RELATIONS


 


SECTION 3.1.  Application
of Proceeds.  So long as the
Discharge of Priority Lien Obligations has not occurred, any Collateral or
proceeds thereof received by the Priority Lien Collateral Agent in connection
with any Disposition of, or collection on, such Collateral upon the enforcement
or exercise of any right or remedy (including any right of setoff) shall be
applied by the Priority Lien Collateral Agent to the Priority Lien
Representative for the benefit of the holders of the Priority Lien
Obligations.  Upon the Discharge of
Priority Lien Obligations, the Priority Lien Collateral Agent shall deliver to
the Parity Junior Lien Collateral Agent any remaining Collateral in its
possession and any proceeds thereof then held by it in the same form as so
held, together with any necessary endorsements, or as a court of competent
jurisdiction may otherwise direct, to be applied by the Parity Junior Lien
Collateral Agent to the Parity Junior Lien Representative for the benefit of
the holders of the Parity Junior Lien Obligations.


 


SECTION 3.2.  Additional
Secured Debt.  (a)  Subject to,
in the case of Additional Secured Debt that is Priority Lien Debt, the consent
of the Credit Agreement Agent (which consent shall be evidenced by the
execution and delivery by such Credit Agreement Agent of an acknowledgement and
acceptance of any Intercreditor Agreement Joinder executed and delivered in
connection with the issuance of such Additional Secured Debt), Holdings or any
other applicable Grantor will be permitted to designate as an additional holder
of the applicable Secured Obligations hereunder each Person who is, or who
becomes, the registered holder of Parity Junior Lien Debt or the registered
holder of Priority Lien Debt, in each case incurred by Holdings, Neff Rental or
such other Grantor after the date of this Agreement in accordance with the
terms of all applicable Secured Debt Documents. 
It is understood and agreed that nothing in this Section 3.2 is
intended to alter the priorities among Secured Parties belonging to different
Classes as provided in Section 2.1. 
Holdings or any other applicable Grantor may effect such designation by
delivering to each Agent, with copies to each previously identified Secured
Debt Representative, each of the following:


 


25





















 


(1)                                  an Officer’s Certificate stating
that Holdings or such other Grantor intends to incur additional Secured Debt (“Additional Secured Debt”)
which will either be (i) Priority Lien Debt permitted by each applicable
Secured Debt Document to be secured by a Priority Lien equally and ratably (or
as otherwise may be agreed by the relevant holders of the Priority Lien
Obligations) with all previously existing and future Priority Lien Debt or (ii) Parity
Junior Lien Debt permitted by each applicable Secured Debt Document to be
secured with a Parity Junior Lien equally and ratably with all previously
existing and future Parity Junior Lien Debt;


 


(2)                                  evidence that Holdings or such other
Grantor has duly authorized, executed (if applicable) and recorded (or caused
to be recorded) in each appropriate governmental office all relevant filings
and recordations to ensure that the Additional Secured Debt is secured by the
Collateral in accordance with the Priority Lien Security Documents and the
Parity Junior Lien Security Documents; and


 


(3)                                  a written notice specifying the name
and address of the Secured Debt Representative and the applicable collateral
agent for such series of Additional Secured Debt for purposes of Section 6.6(a).


 


Notwithstanding the foregoing, nothing in this Agreement will be
construed to allow Holdings or any other Grantor to incur additional
Indebtedness unless such Indebtedness is expressly permitted by the terms of
all applicable Secured Debt Documents.


 


(b)                                 A person to be designated as an
additional holder of any Class of Secured Obligations hereunder must,
prior to such designation, sign an Intercreditor Agreement Joinder.


 


(c)                                  Each of the parties hereto (whether
existing as of the date hereof or added hereto in accordance with the
provisions of Section 3.2(a) and (b), and including each Agent,
Secured Debt Representative and holder of Secured Obligations) hereby agrees
for the benefit of each of the other parties hereto (including all holders of
obligations in respect of Additional Secured Debt that are (or whose
representatives are) added as parties to this Agreement in accordance with the
provisions of Section 3.2(a) and (b)) that, without limiting the
right of any holder of Secured Obligations to waive or subordinate any lien
sharing right to which it is otherwise entitled (pursuant to a waiver or
subordination agreement expressly set forth in a written agreement enforceable
against such holder), (i) Collateral shall be shared equally and ratably
within each Class (or, in the case of Priority Lien Obligations, on such
other basis as may be agreed by the relevant holders of the Priority Lien
Obligations) and (ii) the payment and satisfaction of all of the Secured
Obligations within each Class will be secured equally and ratably by the
Liens established for the benefit of the Secured Parties belonging to such Class (or,
in the case of any Priority Lien Obligations, on such other basis as may be
agreed by the relevant holders of the Priority Lien Obligations).


 


SECTION 3.3.  Notices by
Parity Junior Lien Collateral Agent. 
The Parity Junior Lien Collateral Agent shall promptly (but in any event
within five Business Days) furnish to the Priority Lien Collateral Agent copies
of any notices of acceleration of the maturity of the Notes it may receive from
the Trustee pursuant to Section 10.03(c) of the Indenture.


 


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ARTICLE IV



REPRESENTATIONS AND
WARRANTIES


 


SECTION 4.1.  Representations
and Warranties.  Each party hereto
represents and warrants to the other parties hereto as follows:


 


(a)                                  Such party has all requisite power
and authority to execute and deliver this Agreement and perform its obligations
hereunder.


 


(b)                                 This Agreement has been duly executed
and delivered by such party and constitutes a legal, valid and binding
obligation of such party, enforceable in accordance with its terms.


 


SECTION 4.2.  Representations
and Warranties of Each Agent.  The
Priority Lien Collateral Agent represents and warrants to the other parties
hereto that it has been authorized by the Lenders under and as defined in the
Credit Agreement to enter into this Agreement, and the Parity Junior Lien
Collateral Agent represents and warrants to the other parties hereto that it
has been authorized by the Indenture to enter into this Agreement.


 


ARTICLE V


 


OTHER
AGREEMENTS


 


SECTION 5.1.  Finance and
Sale Matters.


 


(a)                                  Until the Discharge of the Priority
Lien Obligations has occurred, the Parity Junior Lien Collateral Agent, for
itself and on behalf of the other Parity Junior Lien Secured Parties, agrees
that, in the event of any Insolvency or Liquidation Proceeding involving
Holdings, Neff Rental or any other Grantor, the Parity Junior Lien Secured
Parties:


 


(1)                                  will not oppose or object to the use
of any Collateral constituting cash collateral under Section 363 of the
Bankruptcy Code, or any comparable provision of any other Bankruptcy Law,
unless the Priority Lien Secured Parties, or a representative authorized by the
Required Priority Lien Debtholders, shall oppose or object to such use of cash
collateral;


 


(2)                                  will not oppose or object to any
post-petition financing, whether provided by the Priority Lien Secured Parties
or any other person, under Section 364 of the Bankruptcy Code, or any
comparable provision of any other Bankruptcy Law (a “DIP Financing”), or
the Liens securing any DIP Financing (“DIP Financing Liens”), unless the Priority
Lien Secured Parties, or a representative authorized by the Priority Lien
Secured Parties, shall then oppose or object to such DIP Financing or such DIP
Financing Liens, and, to the extent that such DIP Financing Liens are senior
to, or rank pari passu with, the
Priority Liens, the Parity Junior Lien Collateral Agent shall, for itself and
on behalf of the other Parity Junior Lien Secured Parties, subordinate the
Parity Junior Liens to the Priority Liens and the DIP Financing Liens on the
terms of this Agreement and, to


 


27





















 


the extent agreed by
the Priority Lien Secured Parties, to any “carveout” for professional fees or
United States trustee fees by the Priority Lien Collateral Agent;


 


(3)                                  except to the extent permitted by Section 5.1(a)(2) or
5.1(b), in connection with the use of cash collateral as described in Section 5.1(a)(1) or
any DIP Financing, will not request adequate protection or any other relief in
connection with such use of cash Collateral, DIP Financing or DIP Financing
Liens; and


 


(4)                                  will not oppose or object to any
Disposition of any Collateral free and clear of the Parity Junior Liens or
other claims under Section 363 of the Bankruptcy Code, or any comparable
provision of any other Bankruptcy Law, if the Priority Lien Secured Parties, or
a representative authorized by the Priority Lien Secured Parties, shall consent
to such Disposition free and clear of the Priority Liens.


 


(b)                                 The Parity Junior Lien Collateral
Agent, for itself and on behalf of the other Parity Junior Lien Secured
Parties, agrees that no Parity Junior Lien Secured Party shall contest, or
support any other Person in contesting,  (i) any
request by the Priority Lien Collateral Agent or any other Priority Lien
Secured Party for adequate protection or similar claim under applicable
Bankruptcy Law or (ii) any objection, based on a claim of a lack of
adequate protection or similar claim under applicable Bankruptcy Law, by the
Priority Lien Collateral Agent or any other Priority Lien Secured Party to any
motion, relief, action or proceeding. 
Notwithstanding the foregoing, if, in connection with any DIP Financing
or use of cash collateral, (A) any Priority Lien Secured Party is granted
adequate protection in the form of additional collateral, the Parity Junior
Lien Collateral Agent may, for itself and on behalf of the other Parity Junior
Lien Secured Parties, seek or request adequate protection in the form of a Lien
on such additional collateral, which Lien will be subordinated to the Priority
Liens and DIP Financing Liens on the terms of this Agreement or (B) any
Parity Junior Lien Secured Party is granted adequate protection in the form of
additional collateral, the Priority Lien Agent shall, for itself and on behalf
of the other Priority Lien Secured Parties, be granted adequate protection in
the form of a first-priority Lien on such additional collateral as security for
the Priority Lien Obligations and for such DIP Financing in accordance with the
terms of this Agreement and the Parity Junior Lien Collateral Agent hereby
consents (on behalf of itself and the other Parity Junior Lien Secured Parties)
to such grant of a first-priority Lien on such additional collateral by the
applicable Grantor to the Priority Lien Collateral Agent for the benefit of the
Priority Lien Secured Parties.  All Liens
granted to the Priority Lien Collateral Agent or any Priority Lien Secured
Party or the Parity Junior Lien Collateral Agent or any other Parity Junior
Lien Collateral Agent in respect of any such additional Collateral shall be
subject to the Lien priorities provided in this Agreement.


 


(c)                                  Notwithstanding the foregoing, the
provisions of Sections 5.1(a) and (b) shall only be applicable as to
the Parity Junior Lien Secured Parties to the extent that the sum of the
aggregate outstanding principal amount of the DIP Financing and the Priority
Lien Obligations does not exceed the amount of the Priority Lien Cap.


 


(d)                                 Notwithstanding the foregoing, both
before and during an Insolvency or Liquidation Proceeding, the holders of
Parity Junior Lien Obligations and the Parity Junior Lien Collateral Agent may
take any actions and exercise any and all rights that would be available to a


 


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holder of unsecured claims, including the
commencement of Insolvency or Liquidation Proceedings against Holdings or any
other Grantor in accordance with applicable law; provided, that the holders of Parity Junior Lien Obligations
and each Parity Junior Lien Representative may not take any of the actions
prohibited under Section 2.6(b) or oppose or contest any order that
they have agreed not to oppose or contest under clauses (1) through (4) of
Section 5.1(a).


 


SECTION 5.2.  Relief from
the Automatic Stay.  (a) The
Parity Junior Lien Collateral Agent, for itself and on behalf of the other
Parity Junior Lien Secured Parties, agrees that, so long as the Discharge of
Priority Lien Obligations has not occurred, no Parity Junior Lien Secured Party
shall, without the prior written consent of the Priority Lien Collateral Agent,
seek or request relief from or modification of the automatic stay or any other
stay in any Insolvency or Liquidation Proceeding in respect of any part of the
Collateral, any proceeds thereof or any Parity Junior Lien.


 


(b)                                 Nothing contained in this Agreement
shall prohibit or in any way limit the Priority Lien Collateral Agent, prior to
the Discharge of Priority Lien Obligations, from objecting in any Insolvency or
Liquidation Proceeding or otherwise to any action taken by the Parity Junior
Lien Collateral Agent or any Parity Junior Lien Secured Party, including the
seeking by the Parity Junior Lien Collateral Agent or any Parity Junior Lien
Secured Party of adequate protection or the asserting by the Parity Junior Lien
Collateral Agent or any Parity Junior Lien Secured Party of any of its rights
and remedies under the Parity Junior Lien Documents or otherwise; provided that this Section 5.2(b) shall
not in any way affect the provisions of Section 2.3, Section 2.6
(relating to Parity Junior Lien Permitted Actions) or Section 2.14(a); and
provided  further that the Priority Lien Collateral
Agent shall not object to the Parity Junior Lien Collateral Agent or the Parity
Junior Lien Secured Parties seeking to obtain or maintain Parity Junior Liens
on any asset or property constituting Priority Lien Collateral.


 


SECTION 5.3.  Certain
Waivers by the Parity Junior Lien Secured Parties.  The Parity Junior Lien Collateral Agent, for
itself and on behalf of the other Parity Junior Lien Secured Parties, waives
any claim any Parity Junior Lien Secured Party may hereafter have against any
Priority Lien Secured Party arising out of (a) the election by any
Priority Lien Secured Party of the application of Section 1111(b)(2) of
the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law,
or (b) any cash collateral or financing arrangement, or any grant of a
security interest or other Lien in the Collateral, in any Insolvency or
Liquidation Proceeding.


 


ARTICLE VI


 


MISCELLANEOUS
PROVISIONS


 


SECTION 6.1.  Amendment
of this Agreement; Waiver.  No
failure or delay on the part of any party hereto in exercising any power or
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.  The rights and remedies of the parties hereto
are cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any provision
of this Agreement or consent to any departure by any party


 


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therefrom shall in any event be
effective unless the same shall be permitted by the next sentence of this Section 6.1,
and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. 
Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by each Agent; provided that
no such agreement shall amend, modify or otherwise affect the rights or
obligations of any Grantor without such person’s prior written consent.


 


SECTION 6.2.  Further
Assurances.  Each of the Priority
Lien Collateral Agent, for itself and on behalf of the Priority Lien
Representatives and the other holders of Priority Lien Obligations, and the
Parity Junior Lien Collateral Agent, for itself and on behalf of the Parity
Junior Lien Representatives and the other holders of Parity Junior Lien
Obligations, and each Grantor party hereto, for itself and on behalf of its
subsidiaries, agrees that it will execute, or will cause to be executed, any
and all further documents, agreements and instruments, and take all such
further actions, as may be required under any applicable law, or which either
Agent may reasonably request, to effectuate the terms of this Agreement,
including the relative Lien priorities provided for herein.


 


SECTION 6.3.  Delivery of
Collateral and Proceeds of Collateral. 
Following the Discharge of Priority Lien Obligations, the Priority Lien
Collateral Agent will, to the extent permitted by applicable law, deliver to (1) if
the Parity Lien Obligations are outstanding at such time, the Parity Junior
Lien Collateral Agent, (2) such other Person as a court of competent
jurisdiction may otherwise direct, or (3) if no Parity Junior Lien
Obligations are then outstanding and a court of competent jurisdiction has not
otherwise directed, the applicable Grantor (a) any Collateral held by, or
on behalf of, the Priority Lien Collateral Agent or any holder of Priority Lien
Obligations pursuant to the Priority Lien Documents including the transfer of
possession and control, as applicable, of the Pledged or Controlled Collateral,
together with any necessary endorsements, and assign its rights under any
landlord waiver or bailee’s letter or any similar agreement or arrangement
granting it rights or access to Collateral, and (b) all proceeds of
Collateral held by, or on behalf of, the Priority Lien Collateral Agent or any
holder of Priority Lien Obligations pursuant to the Priority Lien Documents,
whether arising out of an action taken to enforce, collect or realize upon any
Collateral or otherwise. Such Collateral and such proceeds will be delivered
without recourse and without any representation or warranty whatsoever as to
the enforceability, perfection, priority or sufficiency of any Lien securing or
guarantee or other supporting obligation for any Priority Lien Debt or Parity
Junior Lien Debt or otherwise, together with any necessary endorsements or as a
court of competent jurisdiction may direct. 
In connection with any transfer under this Section 6.3, the
Priority Lien Collateral Agent agrees at the sole cost and expense of the
Parity Junior Lien Collateral Agent or Holdings or the other Grantors to take
all commercially reasonable actions in its power as shall be reasonably
requested by the Parity Junior Lien Collateral Agent to permit the Parity
Junior Lien Collateral Agent to obtain, for the benefit of the holders of
Parity Junior Lien Obligations, a first priority security interest in the
Pledged or Controlled Collateral.


 


SECTION 6.4.  Successors
and Assigns.  Neither Holdings nor
any other Grantor may delegate any of its duties or assign any of its rights
hereunder, and any attempted delegation or assignment of any such duties or
rights will be null and void.  All
obligations of Holdings and the other Grantors hereunder will inure to the sole
and exclusive benefit of, and be enforceable by, each Agent, each Secured Debt
Representative and each present and future holder of Secured


 


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Obligations, each of whom will
be entitled to enforce this Agreement as a third-party beneficiary hereof, and
all of their respective successors and assigns.


 


SECTION 6.5.  Delay and
Waiver.  No failure to exercise, no
course of dealing with respect to the exercise of, and no delay in exercising,
any right, power or remedy arising under this Agreement or any of the other
Security Documents or Priority Lien Security Documents will impair any such
right, power or remedy or operate as a waiver thereof.  No single or partial exercise of any such
right, power or remedy will preclude any other or future exercise thereof or
the exercise of any other right, power or remedy.  The remedies herein are cumulative and are
not exclusive of any remedies provided by law.


 


SECTION 6.6.  Notices;
Officer’s Certificates.  (a) 
Notices and other communications provided for herein shall be in writing and
shall be delivered by hand or by nationally recognized overnight courier
service, mailed by certified or registered mail or sent by fax, as follows:


 


(1)                                  if to Holdings or any other Grantor,
to such party c/o Neff Rental LLC, 3750 N.W. 87th Avenue, Suite 400,
Miami, Florida  33178, Attention of Chief Financial Officer (Fax No. 
(305) 513-4156);


 


(2)                                  if to the Priority Lien Collateral
Agent, to General Electric Capital Corporation, 401 Merritt Seven,
2nd Floor, Norwalk, Connecticut  06851, Attention of Neff Corp.
Account Manager (Fax No.  (203) 229-1415); and


 


(3)                                  if to the Parity Junior Lien
Collateral Agent, to Wells Fargo Bank, National Association, at 213 Court
Street, Suite 703, Middletown, Connecticut  06457, Attention of
Joseph O’Donnell (Fax No. (860) 704-6219).


 


All notices and other communications given to
any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt if delivered by hand or by
nationally recognized overnight courier service or sent by fax or on the date
five Business Days after dispatch by certified or registered mail if mailed, in
each case delivered, sent or mailed (properly addressed) to such party as
provided in this Section 6.6(a) or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 6.6(a).


 


(b)                                 Each Officer’s Certificate delivered
pursuant to any provision of this Agreement shall include or be accompanied by
reasonably detailed information as to the facts and circumstances surrounding
the event or other occurrence requiring the delivery of such Officer’s
Certificate.


 


SECTION 6.7.  Notice
Following Discharge of Priority Lien Obligations.  Promptly following the Discharge of Priority
Lien Obligations with respect to one or more Series of Priority Lien Debt,
each Priority Lien Representative with respect to each applicable Series of
Priority Lien Debt that is so discharged will provide written notice of such
Discharge to Holdings, each Agent and to each other Secured Debt
Representative.


 


SECTION 6.8.  Entire
Agreement.  This Agreement states the
complete agreement of the parties relating to the matters set forth herein and
supersedes all oral negotiations and prior


 


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writings in respect of such
undertaking. In the event of any conflict between the terms, conditions and
provisions of this Agreement and any such agreement, document or instrument or
any other Security Document, the terms, conditions and provisions of this
Agreement shall prevail.


 


SECTION 6.9.  Severability;
Continuing Nature of this Agreement. 
In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision
in any other jurisdiction).  The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.  This is a continuing
agreement of lien subordination and the Priority Lien Secured Parties may
continue, at any time and without notice to the Parity Junior Lien Collateral
Agent or any holder of Parity Junior Lien Obligations, to extend credit or
other financial accommodations and lend monies to or for the benefit of
Holdings, Neff Rental or any other Grantor constituting Priority Lien
Obligations in reliance on this Agreement. 
The terms of this Agreement shall survive, and shall continue in full
force and effect, in any Insolvency or Liquidation Proceeding.


 


SECTION 6.10.  Subrogation.  The Parity Junior Lien Collateral Agent, for
itself and on behalf of the other Parity Junior Lien Secured Parties, hereby
waives any rights of subrogation it or they may acquire as a result of any
payment hereunder until the Discharge of Priority Lien Obligations has
occurred; provided, however, that, as between the Grantors, on the one hand, and
the Parity Junior Lien Secured Parties, on the other hand, any such payment
that is paid over to the Priority Lien Collateral Agent pursuant to this
Agreement shall be deemed not to reduce any of the Parity Junior Lien
Obligations.


 


SECTION 6.11.  Headings.  Article and Section headings used
herein and the Table of Contents hereto are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting, this Agreement.


 


SECTION 6.12.  Governing
Law; Consent to Jurisdiction.  (a) 
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.


 


(b)                                 Each party hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or Federal court of the United
States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal
court.  Each party hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement shall affect any right that any party hereto


 


32





















 


may otherwise have to bring any action or
proceeding relating to this Agreement in the courts of any jurisdiction.


 


(c)                                  Each party hereto hereby irrevocably
and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement in any New York State or Federal court.  Each party hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.


 


(d)                                 Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices
in Section 6.6(a).  Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.


 


SECTION 6.13.  Waiver of
Jury Trial.   EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.


 


SECTION 6.14.  Parties in
Interest.  This provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, as well as the other Secured
Parties, all of whom are intended to be bound by, and to be third party
beneficiaries of, this Agreement.  No
other person shall have or be entitled to assert rights or benefits hereunder.


 


SECTION 6.15.  Specific
Performance.  Each Agent may demand
specific performance of this Agreement and, on behalf of itself and the
respective other Secured Parties, hereby irrevocably waives any defense based
on the adequacy of a remedy at law and any other defense that might be asserted
to bar the remedy of specific performance in any action which may be brought by
the respective Secured Parties.


 


SECTION 6.16.  Counterparts.  This Agreement may be executed in any number
of counterparts (including by facsimile), each of which when so executed and
delivered will be deemed an original, but all such counterparts together will
constitute but one and the same instrument.


 


SECTION 6.17.  Provisions
Solely to Define Relative Rights. 
The provisions of this Agreement are and are intended solely for the
purpose of defining the relative rights of the holders of Priority Lien
Obligations, on the one hand, and the holders of Parity Junior Lien
Obligations, on the other hand.  Except
as expressly provided in (a) Sections 2.4, 2.5, clause (ii) of
the proviso of 2.15(c), 3.2, 6.4, 6.10 and 6.19, none of Holdings or any
Grantor or any other creditor thereof shall have any obligations hereunder and (b) Section 3.2,
none of Holdings or any other Grantor or any other creditor thereof shall have
any rights hereunder, and none of Holdings or any other Grantor may rely on the
terms hereof.  Nothing in this Agreement
is intended to or shall impair the obligations of Holdings or any other
Grantor, which are absolute


 


33





















 


and unconditional, to pay the
Priority Lien Obligations and the Parity Junior Lien Obligations as and when
the same shall become due and payable in accordance with their terms.


 


SECTION 6.18.  Effectiveness;
Survival.  This Agreement shall
become effective when executed and delivered by the parties hereto.  All covenants, agreements, representations
and warranties made by any party in this Agreement shall be considered to have
been relied upon by the other parties hereto and shall survive the execution
and delivery of this Agreement.  The
terms of this Agreement shall survive, and shall continue in full force and
effect, in any Insolvency or Liquidation Proceeding.  The Parity Junior Lien Collateral Agent, for
itself and on behalf of the holders of Parity Junior Lien Obligations, hereby
waives any and all rights the holders of Parity Junior Lien Obligations may now
or hereafter have under applicable law to revoke this Agreement or any of the
provisions of this Agreement.


 


SECTION 6.19.  Additional
Grantors.  Holdings will cause each
Person that becomes a Grantor or is required by any Secured Debt Document to
become a party to this Agreement to become a party to this Agreement, for all
purposes of this Agreement, by causing such Person to execute and deliver to
the parties hereto an Intercreditor Agreement Joinder, whereupon such Person
will be bound by the terms hereof to the same extent as if it had executed and
delivered this Agreement as of the date hereof. 
Holdings shall promptly provide each Secured Debt Representative and
each Collateral Agent with a copy of each Intercreditor Agreement Joinder
executed and delivered pursuant to this Section 6.19.


 


SECTION 6.20.  Insolvency.  This Agreement will be applicable both before
and after the commencement of any Insolvency or Liquidation Proceeding by or
against any Grantor.  The relative
rights, as provided for in this Agreement, will continue after the commencement
of any such Insolvency or Liquidation Proceeding on the same basis as prior to
the date of the commencement of any such case, as provided in this Agreement.


 


SECTION 6.21.  Rights and
Immunities of Secured Debt Representatives. 
The Credit Agreement Agent and the Priority Lien Collateral Agent will
be entitled to all of the rights, protections, immunities and indemnities set
forth in the Credit Agreement and the applicable Secured Debt Documents, the
Trustee and the Parity Junior Lien Collateral Agent will be entitled to all of
the rights, protections, immunities and indemnities set forth in the Indenture
and the applicable Secured Debt Documents and any future Secured Debt
Representative will be entitled to all of the rights, protections, immunities
and indemnities set forth in the applicable Secured Debt Documents with respect
to which such Person will act as representative, in each case as if specifically
set forth herein.  In no event will any
Secured Debt Representative be liable for any act or omission on the part of
the Grantors, the Priority Lien Collateral Agent or the Parity Junior Lien
Collateral Agent hereunder.


 


SECTION 6.22.  Conflicts.  In the event of any conflict or inconsistency
between the provisions of this Agreement and the provisions of the other Credit
Documents, the provisions of this Agreement shall control.


 


SECTION 6.23.  No
Reliance; Information.  (a)  The
Priority Lien Collateral Agent, for itself and on behalf of the holders of
Priority Lien Obligations, acknowledges that (i) the holders of Priority
Lien Obligations have independently and without reliance upon any holder of
Parity


 


34





















 


Junior Lien Obligations, and
based on such documents and information as they have deemed appropriate, made
their own credit analysis and decision to enter into the Priority Lien
Documents to which they are party and (ii) the holders of Priority Lien
Obligations will independently and without reliance upon any holder of Parity
Junior Lien Obligations and based on such documents and information as they
shall from time to time deem appropriate, continue to make their own credit
decision in taking or not taking any action under this Agreement or any other
Priority Lien Document to which they are party. 
The holders of Priority Lien Obligations shall have no duty to disclose
to any holder of Parity Junior Lien Obligations any information relating to
Holdings, any other Grantor or any of their Subsidiaries, or any other
circumstance bearing upon the risk of nonpayment of any of the Obligations,
that is known or becomes known to any of them or any of their Affiliates.  In the event any holder of Priority Lien
Obligations, in its sole discretion, undertakes at any time or from time to
time to provide any such information to any holder of Parity Junior Lien
Obligations, it shall be under no obligation (A) to make, and shall not
make or be deemed to have made, any express or implied representation or
warranty, including with respect to the accuracy, completeness, truthfulness or
validity of the information so provided, (B) to provide any additional
information or to provide any such information on any subsequent occasion or (C) to
undertake any investigation.


 


(b)                                 The Parity Junior Lien Collateral
Agent, for itself and on behalf of the holders of Parity Junior Lien
Obligations, acknowledges that (i) the holders of Parity Junior Lien
Obligations have independently and without reliance upon any holder of Priority
Lien Obligations, and based on such documents and information as they have
deemed appropriate, made their own credit analysis and decision to enter into
the Parity Junior Lien Documents to which they are party and (ii) the
holders of Parity Junior Lien Obligations will independently and without
reliance upon any holder of Priority Lien Obligations and based on such
documents and information as they shall from time to time deem appropriate,
continue to make their own credit decision in taking or not taking any action
under this Agreement or any other Parity Junior Lien Document to which they are
party.  The holders of Parity Junior Lien
Obligations shall have no duty to disclose to any holder of Priority Lien
Obligations any information relating to Holdings, any other Grantor or any of
their Subsidiaries, or any other circumstance bearing upon the risk of
nonpayment of any of the Obligations, that is known or becomes known to any of
them or any of their Affiliates.  In the
event any holder of Parity Junior Lien Obligations, in its sole discretion,
undertakes at any time or from time to time to provide any such information to
any holder of Priority Lien Obligations, it shall be under no obligation (A) to
make, and shall not make or be deemed to have made, any express or implied
representation or warranty, including with respect to the accuracy,
completeness, truthfulness or validity of the information so provided, (B) to
provide any additional information or to provide any such information on any
subsequent occasion or (C) to undertake any investigation.


 


SECTION 6.24.  No
Warranties or Liability.  (a) 
The Priority Lien Collateral Agent, for itself and on behalf of the holders of
Priority Lien Obligations, acknowledges and agrees that, except for the
representations and warranties set forth in Article IV, neither the Parity
Junior Lien Collateral Agent nor any other holder of Parity Junior Lien
Obligations has made any express or implied representation or warranty, including
with respect to the execution, validity, legality, completeness, collectibility
or enforceability of any of the Parity Junior Lien Documents, the ownership of
any Collateral or the perfection or priority of any Liens thereon.  The Parity Junior Lien Collateral Agent, for
itself and on behalf of the holders of Parity Junior


 


35





















 


Lien Obligations, acknowledges
and agrees that, except for the representations and warranties set forth in Article IV,
neither the Priority Lien Collateral Agent nor any other holder of Priority
Lien Obligations has made any express or implied representation or warranty,
including with respect to the execution, validity, legality, completeness,
collectibility or enforceability of any of the Priority Lien Documents, the
ownership of any Collateral or the perfection or priority of any Liens thereon.


 


(b)                                 The Parity Junior Lien Collateral
Agent and the holders of Parity Junior Lien Obligations shall have no express
or implied duty to the Priority Lien Collateral Agent or any holder of Priority
Lien Obligations, and the Priority Lien Collateral Agent and the holders of
Priority Lien Obligations shall have no express or implied duty to the Parity
Junior Lien Collateral Agent or any holder of Parity Junior Lien Obligations,
in each case to act or refrain from acting in a manner which allows, or results
in, the occurrence or continuance of a default or an event of default under any
Priority Lien Document and any Parity Junior Lien Document (other than, in each
case, this Agreement), regardless of any knowledge thereof which they may have
or be charged with.


 


(c)                                  The Parity Junior Lien Collateral
Agent, for itself and on behalf of the holders of Parity Junior Lien
Obligations, agrees no holder of Priority Lien Obligations shall have any
liability to the Parity Junior Lien Collateral Agent or any other holder of
Parity Junior Lien Obligations, and hereby waives any claim against any holder
of Priority Lien Obligations, arising out of any and all actions which the
Priority Lien Collateral Agent or the holders of Priority Lien Obligations may
take or permit or omit to take, with respect to (i) the Priority Lien
Documents (other than this Agreement), (ii) the collection of the Priority
Obligations or (iii) the maintenance of, the preservation of, the
foreclosure upon or the Disposition of any Collateral or the failure to give
notices hereunder.


 


SECTION 6.25.  Reinstatement.  If, in any Insolvency or Liquidation
Proceeding or otherwise,  all or part of any
payment with respect to the Priority Lien Obligations previously made shall be
rescinded for any reason whatsoever, then the Priority Lien Obligations shall
be reinstated to the extent of the amount so rescinded and, if theretofore
terminated, this Agreement shall be reinstated in full force and effect and
such prior termination shall not diminish, release, discharge, impair or
otherwise affect the Lien priorities and the relative right s and obligations
of the Priority Lien Secured Parties and the Parity Junior Lien Secured Parties
provided for herein.


 


SECTION 6.26.  Compliance
with Trust Indenture Act.  Nothing
contained herein shall impair the ability of the Trustee to take any action
necessary to comply with any obligations imposed under applicable law,
including without limitation, the Trust Indenture Act.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.


 


	
   

  	
  NEFF RENTAL LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF FINANCE CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  	
   

  
	
   

  	
  CORPORATION, as Credit Agreement Agent and

  	
   

  
	
   

  	
  as Priority Lien Collateral Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  WELLS FARGO BANK, NATIONAL

  	
   

  
	
   

  	
  ASSOCIATION, as Trustee and as Parity
  Junior

  	
   

  
	
   

  	
  Lien 
  Collateral Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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EXHIBIT A

to Intercreditor Agreement


 


[FORM OF]

INTERCREDITOR AGREEMENT JOINDER


 


The undersigned,                                           ,
a                          ,
hereby agrees to become party as [a Grantor] [a Priority Lien Representative]
[a Parity Junior Lien Representative] under the Intercreditor Agreement dated
as of July 8, 2005 (the “Intercreditor Agreement”), among Neff Rental LLC and
Neff Finance Corp. (collectively, “Holdings”), Neff Rental, Inc., the other
Grantors (such term and each other capitalized term used but not defined herein
having the meaning set forth in the Intercreditor Agreement) from time to time
party thereto, the Credit Agreement Agent under the Credit Agreement and as
Priority Lien Collateral Agent, and Wells Fargo Bank, National Association, as
Trustee and as Parity Junior Lien Collateral Agent, as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time, for
all purposes thereof on the terms set forth therein, and to be bound by the
terms of the Intercreditor Agreement as fully as if the undersigned had
executed and delivered the Intercreditor Agreement as of the date thereof.


 


[To be included in Intercreditor Agreement
Joinders executed by Priority Lien Representatives:


 


The undersigned
[                 ]
further agrees:


 


(a)                                  that all Priority Lien Obligations
will be and are secured equally and ratably by all Priority Liens at any time
granted by Holdings or any other Grantor to secure any Obligations in respect
of [Series of Priority Lien Debt], whether or not upon property otherwise
constituting collateral for [Series of Priority Lien Debt], and that all
such Priority Liens will be enforceable by the Priority Lien Collateral Agent
for the benefit of all holders of Priority Lien Obligations equally and
ratably; and


 


(b)                                 that the [Series of Priority
Lien Debt] Secured Parties are bound by the provisions of the Intercreditor
Agreement, including the provisions relating to the ranking of Priority Liens
and the order of application of proceeds from enforcement of Priority Liens.


 


[If applicable:  The undersigned 
[                 ]
further consents to and directs the Priority Lien Collateral Agent to perform
its obligations under the Intercreditor Agreement and the other Priority Lien
Security Documents.


 


or


 


The
undersigned 
[                 ]
certifies that it has entered into a separate intercreditor agreement with the
Priority Lien Collateral Agent governing the relative rights of the holders of
each Series of Priority Lien Debt in respect of the Priority Lien
Collateral.]]


 





















 


[To be included in Intercreditor Agreement
Joinders executed by Parity Junior Lien Representatives:


 


The undersigned 
[                 ]
further agrees:


 


(c)                                  that all Parity Junior Lien
Obligations will be and are secured equally and ratably by all Parity Junior
Liens at any time granted by Holdings or any other Grantor to secure any
Obligations in respect of [Series of Parity Junior Lien Debt], whether or
not upon property otherwise constituting collateral for [Series of Parity
Junior Lien Debt], and that all such Parity Junior Liens will be enforceable by
the Parity Junior Lien Collateral Agent for the benefit of all holders of
Parity Junior Lien Obligations equally and ratably; and


 


(d)                                 that the [Series of Parity
Junior Lien Debt] Secured Parties are bound by the provisions of the
Intercreditor Agreement, including the provisions relating to the ranking of
Parity Junior Liens and the order of application of proceeds from enforcement
of Parity Junior Liens.


 


[If applicable:  The undersigned 
[                 ]
further consents to and directs the Parity Junior Lien Collateral Agent to
perform its obligations under the Intercreditor Agreement and the other Parity
Junior Lien Security Documents.


 


or


 


The undersigned 
[                 ]
certifies that it has entered into a separate intercreditor agreement with the
Parity Junior Lien Collateral Agent governing the relative rights of the
holders of each Series of Parity Junior Lien Debt in respect of the Parity
Junior Lien Collateral.]]


 


Notices and other communications provided for
in the Intercreditor Agreement shall be delivered by hand or by nationally
recognized overnight courier service, mailed by certified or registered mail or
sent by fax to the undersigned as follows:


 


[Address and Fax Number of undersigned].


 


The provisions of Section [4.1][4.2] and
Article VI of the Intercreditor Agreement will apply with like effect to
this Joinder.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Intercreditor Agreement Joinder to be executed by their respective
officers or representatives as of                                      ,
20      .


 


[                                                                        ]


 


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  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


For purposes of Section 3.2(a) of the


Intercreditor Agreement, the undersigned hereby


acknowledges and accepts this Intercreditor Agreement Joinder.


 


[Credit Agreement Agent][Indenture Parity Junior Lien Collateral Agent]


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


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