EXHIBIT 10.14


 


 


July 8, 2005


 


Neff Corp.

Neff Rental LLC

Neff Finance Corp.


3750 N.W. 87th Avenue


Suite 400


Miami, Florida 33178


Attention:  Mark H. Irion


 


Re:          Management Rights


 


Dear Mr. Irion:


 


TCW/Crescent Mezzanine Partners III, L.P. (“TCW MP III”) and TCW/Crescent Mezzanine
Partners III Netherlands (“TCW MP III
Netherlands”) (i) own shares of 
Common Stock, par value $0.01 per share, of Neff Corp., a Delaware
corporation (the “Company”),
subject to the terms and conditions of the Stockholders Agreement dated as of June 3,
2005 (the “Stockholders Agreement”)
by and among the Company, TCW MP III, TCW MP III Netherlands, Iron Merger
Partnership, New York Life Capital Partners II, L.P., DLJ Investment Partners
II, L.P. and certain affiliated investors and (ii) are holders of the 13%
Senior Subordinated Notes due June 3, 2013 (the “Notes”) of Neff Rental LLC (“Neff Rental”) and Neff Finance Corp. (“Finance Corp.”).


 


In addition to the warranties and covenants
contained in the Stockholders Agreement and in the Purchase Agreement among
Neff Rental, Finance Corp., the guarantors named therein and the purchasers
named therein dated as of June 3, 2005 (the “Purchase Agreement”), TCW MP III, TCW MP III Netherlands and
the Company confirm that each of TCW MP III and TCW MP III Netherlands have the
following contractual management rights with respect to the Company and its
subsidiaries.


 


1.             TCW MP III and TCW MP III
Netherlands shall each have the right to appoint one representative to attend
and fully participate in each meeting of the Board of Directors of each of the
Company and Finance Corp., and in each meeting of the Board of  Managers of Neff Rental, in each case as a
non-voting observer; provided, however, that both TCW MP III


 





















 


and TCW  MP III Netherlands agrees to appoint one individual
to act as joint representative (the “Representative”)
for both TCW MP III and TCW MP III Netherlands and that the Representative may
be excluded from any meeting or portion thereof if the Company, Neff Rental or
Finance Corp., as applicable, reasonably believes, upon advice of counsel, that
such exclusion is reasonably necessary to preserve the attorney-client
privilege, to protect highly confidential proprietary information, or in the
event that the relevant Board of Directors or Board of Managers intends to
discuss or vote upon any matter in which TCW MP III and TCW MP III Netherlands
have a material business or financial interest (other than by reason of
interest as a holder of securities of the Company, Neff Rental or Finance
Corp.); provided, further, that under no circumstances shall more
than one person act as Representative and attend meetings of the Board of
Directors of the Company and Finance Corp and meetings of the Board of Managers
of Neff Rental.  The Company, Neff Rental
or Finance Corp., as applicable, will give the Representative written notice of
each meeting of the relevant Board of Directors or Board of Managers at the
same time and in the same manner as notice is given to the respective members
of such Board of Directors or Board of Managers.  The Representative will be provided with all
written materials and other information (including, without limitation, copies
of minutes of meetings) given to members of the relevant Board of Directors or
Board of Managers in connection with such meetings at the same time such
materials and information are given to the respective members of such Board of
Directors or Board of Managers.  If any
of the Company, Finance Corp. or Neff Rental proposes to take any action by written
consent in lieu of a meeting of the relevant Board of Directors or Board of
Managers, the Company, Neff Rental or Finance Corp., as applicable, will give
written notice thereof to the Representative promptly following the effective
date of such consent describing in reasonable detail the nature and substance
of such action.


 


2.             TCW MP III and TCW MP III
Netherlands shall each have the right to consult with and advise the senior
executive management team of the Company and its subsidiaries, upon reasonable
notice at reasonable times from time to time, on all matters relating to the
operation of the Company and the subsidiaries.


 


3.             Upon reasonable request by either
TCW MP III or TCW MP III Netherlands, a representative of TCW MP III or TCW MP
III Netherlands, as the case may be, is entitled to inspect the books and
records of the Company, Neff Rental and Finance Corp. and the facilities of the
Company, Neff Rental and Finance Corp., and to request and receive management
accounts of the Company, Neff Rental and Finance Corp., including a balance
sheet and profit and loss account, and other reasonable information regarding
the Company’s, Neff Rental’s and Finance Corp.’s financial condition and
operations.


 


4.             The Company shall furnish to each
of TCW MP III and TCW MP III Netherlands the financial information described in
the last sentence and in clause (A) of the first sentence of Section 12(c)(i) of
the Stockholders Agreement, as in effect on the date hereof.


 


2





















 


5.             All rights conferred on TCW MP III
and TCW MP III Netherlands pursuant to this letter may be transferred or
assigned to any affiliate of TCW MP III or TCW MP III Netherlands, provided
that the Company, Neff Rental and Finance Corp. are given written notice at the
time of or within a reasonable time after said transfer or assignment, stating
the name and address of such transferee or assignee and identifying the
specific rights being transferred or assigned, and, provided further, that such
transferee or assignee either (x) assumes the obligations of TCW MP III or TCW
MP III Netherlands, respectively, under the Stockholders Agreement and agrees
to be bound thereby or (y) is a holder of the Notes.


 


TCW MP III and TCW MP III Netherlands agree
that they will hold in confidence pursuant to the terms of Section 11 of
the Purchase Agreement any confidential information obtained by them pursuant
to the rights granted under this letter and will require that their representatives
agree to do the same.


 


The contractual rights confirmed by this
letter will terminate and be of no further force or effect as of the date that
TCW MP III and TCW MP III Netherlands, together with their affiliates, ceases
to beneficially own in the aggregate at least $10.0 million of the Notes.  However, the confidentiality obligations of
TCW MP III and TCW MP III Netherlands and their representatives under this
letter will survive for a period of three years following the termination of
TCW MP III’s and TCW MP III Netherlands’ management rights set forth herein.


 


This letter agreement supersedes and replaces
in its entirety that certain letter agreement regarding management rights among
TCW MP III, TCW MP III Netherlands and the Company, dated June 3, 2005.


 


[signature page follows]


 


3





















 


This letter
shall be construed and enforced in accordance with the laws of the State of New
York.


 


On behalf of
the Company, Neff Rental and Finance Corp., please indicate your agreement to
the terms set forth in this letter by executing and returning the duplicate
copy of the letter.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TCW/CRESCENT
  MEZZANINE PARTNERS

  III, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent Mezzanine Management III,

  L.L.C., its Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TCW Asset Management Company, its Sub-

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TCW/
  CRESCENT MEZZANINE PARTNERS

  III NETHERLANDS, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent Mezzanine Management III,

  L.L.C., its Investment Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TCW Asset Management Company, its Sub-

  Advisor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
  Accepted and Agreed this 8th day of

  
	
  July, 2005

  
	
   

  	
   

  	
   

  
	
  NEFF CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NEFF RENTAL LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NEFF FINANCE CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 





















 


 


June 3,
2005


 


Neff Corp.


3750 N.W. 87th Avenue


Suite 400


Miami, Florida 33178


Attention: Mark H. Irion


 


Re:          Management Rights


 


Dear Mr. Irion:


 


TCW/Crescent Mezzanine Partners III, L.P. (“TCW
MP III”) and TCW/Crescent
Mezzanine Partners III Netherlands (“TCW  MP III Netherlands”) (i) own shares
of Common Stock, par value $0.01 per share, of Neff Corp., a Delaware
corporation (the “Company”), subject
to the terms and conditions of the Stockholders Agreement dated as of June 3,
2005 (the “Stockholders Agreement”) by
and among the Company, TCW MP III, TCW MP III Netherlands, Iron Merger
Partnership, New York Life Capital Partners II, L.P., DLJ Investment Partners
II, L.P. and certain affiliated investors and (ii) are holders of the 13%
Senior Subordinated Notes due June 3, 2013 (the “Notes”)
of the Company.


 


In addition to the warranties and covenants contained in the
Stockholders Agreement and in the Purchase Agreement among the Company, the
guarantors named therein and the purchasers named therein dated as of June 3,
2005 (the “Purchase Agreement”), TCW
MP III, TCW MP III Netherlands and the Company confirm that each of TCW MP III
and TCW MP III Netherlands have the following contractual management rights
with respect to the Company.


 


1.             TCW MP III and TCW
MP III Netherlands shall each have the right to appoint one representative to
attend and fully participate in each meeting of the Board of Directors of the
Company as a non-voting observer; provided, however, that both
TCW MP III and TCW MP III Netherlands agrees to appoint one individual to act
as joint representative (the “Representative”)
for both TCW MP III and TCW MP III Netherlands and that the
Representative may be excluded from any meeting or portion thereof if the
Company reasonably believes, upon advice of counsel, that such exclusion is
reasonably necessary to preserve the attorney-client


 





















 


privilege, to protect highly
confidential proprietary information, or in the event the Board of Directors
intends to discuss or vote upon any matter in which TCW MP III and TCW MP III
Netherlands have a material business or financial interest (other than by
reason of interest as a holder of securities of the Company); provided, further,
that under no circumstances shall more than one person act as Representative
and attend meetings of the Board of Directors of the Company. The Company will
give the Representative written notice of each meeting of the Board of
Directors of the Company at the same time and in the same manner as notice is
given to the members of the Board of Directors of the Company. The
Representative will be provided with all written materials and other
information (including, without limitation, copies of minutes of meetings)
given to members of the Board of Directors of the Company in connection with
such meetings at the same time such materials and information are given to such
members of the Board of Directors. If the Company proposes to take any action
by written consent in lieu of a meeting of the Board of Directors of the Company,
the Company will give written notice thereof to the Representative promptly
following the effective date of such consent describing in reasonable detail
the nature and substance of such action.


 


2.             TCW MP III and TCW MP III
Netherlands shall each have the right to consult with and advise the senior
executive management team of the Company and its subsidiaries, upon reasonable
notice at reasonable times from time to time, on all matters relating to the operation
of the Company and the subsidiaries.


 


3.             Upon reasonable request by either
TCW MP III or TCW MP III Netherlands, a representative of TCW MP III or TCW MP
III Netherlands, as the case may be, is entitled to inspect the books and
records of the Company and the facilities of the Company, and to request and
receive management accounts of the Company, including a balance sheet and
profit and loss account, and other reasonable information regarding the Company’s
financial condition and operations.


 


4.             The Company shall furnish to each
of TCW MP III and TCW MP III Netherlands the financial information described in
the last sentence and in clause (A) of the first sentence of Section 12(c)(i) of
the Stockholders Agreement, as in effect on the date hereof.


 


5.             All rights conferred on TCW MP III
and TCW MP III Netherlands pursuant to this letter may be transferred or
assigned to any affiliate of TCW MP III or TCW MP III Netherlands, provided
that the Company is given written notice at the time of or within a reasonable
time after said transfer or assignment, stating the name and address of such
transferee or assignee and identifying the specific rights being transferred or
assigned, and, provided further, that such transferee or assignee either (x)
assumes the obligations of TCW MP III or TCW MP III Netherlands, respectively,
under the Stockholders Agreement and agrees to be bound thereby or (y) is a
holder of the Notes.


 


2





















 


TCW MP III and TCW MP III Netherlands agree that they will hold in
confidence pursuant to the terms of Section 11 of the Purchase Agreement
any confidential information obtained by them pursuant to the rights granted
under this letter and will require that their representatives agree to do the
same.


 


The contractual rights confirmed by this letter will terminate and be
of no further force or effect as of the date that TCW MP III and TCW MP III
Netherlands, together with their affiliates, ceases to beneficially own in the
aggregate at least $10.0 million of the Notes. However, the confidentiality
obligations of TCW MP III and TCW MP III Netherlands and their representatives
under this letter will survive for a period of three years following the
termination of TCW MP III’s and TCW MP III Netherlands’ management rights set
forth herein.


 


3





















 


This
letter shall be construed and enforced in accordance with the laws of the State
of New York


 


On
behalf of the Company, please indicate your agreement to the terms set forth in
this letter by executing and returning the duplicate copy of the letter.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TCW/CRESCENT MEZZANINE PARTNERS III,

  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent
  Mezzanine Management III,

  L.L.C., its Investment Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW
  Asset Management Company, its Sub-

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jean-Marc
  Chapus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jean-Marc Chapus

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted
  and Agreed this 3rd day of

  	
   

  
	
   

  	
  June,
  2005

  	
   

  	
   

  
	
   

  	
   

  
	
  NEFF
  CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


Mezzanine Partners III VCOC Letter


 





















 


This
letter shall be construed and enforced in accordance with the laws of the State
of New York.


 


On
behalf of the Company, please indicate your agreement to the terms set forth in
this letter by executing and returning the duplicate copy of the letter.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TCW/CRESCENT MEZZANINE PARTNERS III,

  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent
  Mezzanine Management III,

  L.L.C., its Investment Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW
  Asset Management Company, its Sub-

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted
  and Agreed this 3rd day of

  	
   

  
	
   

  	
  June 
  2005

  	
   

  	
   

  
	
   

  	
   

  
	
  NEFF
  CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark
  Irion

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mark
  Irion

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
									



 


Mezzanine Partners III VCOC Letter


 





















 


This
letter shall be construed and enforced in accordance with the laws of the
State of New York.


 


On
behalf of the Company, please indicate your agreement to the terms set forth in
this letter by executing and returning the duplicate copy of the letter.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TCW/CRESCENT MEZZANINE PARTNERS III

  NETHERLANDS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent
  Mezzanine Management III,

  L.L.C., its Investment Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW
  Asset Management Company, its Sub-

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jean-Marc Chapus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jean-Marc Chapus

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted
  and Agreed this 3rd day of

  	
   

  
	
   

  	
  June,
  2005

  	
   

  	
   

  
	
   

  	
   

  
	
  NEFF
  CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


Mezzanine Partners III Netherlands VCOC Letter


 





















 


This
letter shall be construed and enforced in accordance with the laws of the State
of New York.


 


On
behalf of the Company, please indicate your agreement to the terms set forth in
this letter by executing and returning the duplicate copy of the letter.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TCW/CRESCENT MEZZANINE PARTNERS III

  NETHERLANDS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent
  Mezzanine Management III,

  L.L.C., its Investment Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW
  Asset Management Company, its Sub-

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted
  and Agreed this 3rd day of 

  	
   

  
	
   

  	
  June,
  2005

  	
   

  	
   

  
	
   

  	
   

  
	
  NEFF
  CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark
  Irion

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mark Irion

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
									



 


Mezzanine Partners II Netherlands VCOC Letter