EXHIBIT 4.5


 


EXECUTION COPY


 


$245,000,000


 


Neff Rental LLC and Neff Finance
Corp.


 


111⁄4% Second Priority Senior
Secured Notes Due 2012


 


REGISTRATION RIGHTS AGREEMENT


 


July 8, 2005


 


Credit
Suisse First Boston LLC


Eleven Madison Avenue


New York, New York 10010-3629


 


Dear
Sirs:


 


Neff Rental LLC (“Neff
Rental LLC”), a Delaware limited liability company, and Neff
Finance Corp. (“Neff Finance”), a Delaware
corporation and a wholly owned subsidiary of Neff Rental LLC (each, an “Issuer”, and together, the “Issuers”), propose to issue and sell
to Credit Suisse First Boston LLC (the “Initial Purchaser”),
upon the terms set forth in a purchase agreement dated June 30, 2005 (the “Purchase Agreement”), $245,000,000 aggregate
principal amount of their 111⁄4% Second Priority Senior Secured Notes due 2012
(the “Initial
Securities”) to be unconditionally guaranteed (the “Guarantee”) by Neff Rental, Inc.,
a Florida corporation (the “Guarantor”
and together with the Issuers, the “Company”).  The Initial Securities will be issued pursuant
to an Indenture, dated as of July 8, 2005 (the “Indenture”),
among the Issuers, the Guarantor and Wells Fargo Bank, N.A. (the “Trustee”).  As an inducement to the Initial Purchaser to
enter into the Purchase Agreement, the Company agrees with the Initial
Purchaser, for the benefit of the holders of the Initial Securities (including,
without limitation, the Initial Purchaser), the Exchange Securities (as defined
below) and the Private Exchange Securities (as defined below) (collectively the
“Holders”), as follows:


 


1.  Registered Exchange Offer.  The
Issuers shall, at their own cost, prepare and, not later than 180 days after
(or if the 180th day is not a business day, the first business day thereafter)
the date of original issue of the Initial Securities (the “Issue
Date”), file with the Securities and Exchange Commission (the “Commission”) a registration
statement (the “Exchange Offer Registration Statement”)
on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a
proposed offer (the “Registered Exchange Offer”)
to the Holders of Transfer Restricted Securities (as defined in Section 6
hereof), who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such
Holders, in exchange for the Initial Securities, a like aggregate principal


 





















 


amount of debt securities (together with a
related guarantee, the “Exchange Securities”)
of the Issuers issued under the Indenture and identical in all material
respects to the Initial Securities and the Guarantee (except for the transfer
restrictions relating to the Initial Securities and the provisions relating to
the matters described in Section 6 hereof) that would be registered under
the Securities Act.  The Issuers shall
use their commercially reasonable efforts to cause such Exchange Offer
Registration Statement to become effective under the Securities Act within 350
days (or if the 350th day is not a business day, the first business day
thereafter) after the Issue Date of the Initial Securities and shall keep the Registered
Exchange Offer open (and the Exchange Offer Registration Statement effective) for
not less than 30 days (or longer, if required by applicable law) after the
date notice of the Registered Exchange Offer is mailed to the Holders (such
period being called the “Exchange Offer
Registration Period”).


 


If the Issuers effect the Registered Exchange Offer,
the Issuers will be entitled to close the Registered Exchange Offer 30 days (or
if the 30th day is not a business day, the first business day thereafter) after
the commencement thereof provided that the Issuers have accepted all the
Initial Securities theretofore validly tendered in accordance with the terms of
the Registered Exchange Offer.


 


Following the declaration of the effectiveness of
the Exchange Offer Registration Statement, the Issuers shall promptly commence
the Registered Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder of Transfer Restricted Securities (as
defined in Section 6 hereof) electing to exchange the Initial Securities
for Exchange Securities (assuming that such Holder is not an affiliate of the
Company within the meaning of the Securities Act, acquires the Exchange
Securities in the ordinary course of such Holder’s business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.


 


The Issuers acknowledge that, pursuant to current
interpretations by the Commission’s staff of Section 5 of the Securities
Act, in the absence of an applicable exemption therefrom, (i) each Holder
which is a broker-dealer electing to exchange Securities, acquired for its own
account as a result of market making activities or other trading activities,
for Exchange Securities (an “Exchanging Dealer”),
is required to deliver a prospectus containing the information set forth in (a) Annex
A hereto on the cover, (b) Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex
C hereto in the “Plan of Distribution” section of such prospectus in
connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the
Initial Purchaser elects to sell Exchange Securities acquired in exchange for
Securities constituting any portion of an unsold allotment, the Initial
Purchaser is required to deliver a prospectus containing the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in connection with such sale.


 


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The Issuers shall use their commercially reasonable efforts
to keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein, in order to permit such prospectus
to be lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities;
provided, however, that (i) in the case where such prospectus and any
amendment or supplement thereto must be delivered by an Exchanging Dealer or the
Initial Purchaser, such period shall be the lesser of 180 days and the date on
which all Exchanging Dealers and the Initial Purchaser have sold all Exchange
Securities held by them (unless such period is extended pursuant to Section 3(j)
below) and (ii) the Issuers shall make such prospectus and any amendment
or supplement thereto, available to any broker-dealer for use in connection
with any resale of any Exchange Securities for a period of not less than 180
days (or such shorter period
during which any such broker-dealer is required by law to deliver such
prospectus and any amendment or supplement thereto) after the consummation of the Registered
Exchange Offer.


 


If, upon consummation of the Registered Exchange
Offer, the Initial Purchaser holds Initial Securities acquired by it as part of
its initial distribution, the Issuers, simultaneously with the delivery of the
Exchange Securities pursuant to the Registered Exchange Offer, shall issue and
deliver to the Initial Purchaser upon the written request of the Initial
Purchaser, in exchange (the “Private Exchange”)
for the Initial Securities held by the Initial Purchaser, a like principal
amount of debt securities of the Issuers issued under the Indenture and
identical in all material respects (including the existence of restrictions on
transfer under the Securities Act and the securities laws of the several states
of the United States, but excluding provisions relating to the matters
described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”).  The Initial Securities, the Guarantee, the
Exchange Securities and the Private Exchange Securities (together with the
related guarantees thereof) are herein collectively called the “Securities”.


 


In connection with the Registered Exchange Offer,
the Issuers shall:


 


(a)  mail to each
Holder a copy of the prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;


 


(b)  keep the
Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the
Holders;


 


(c)  utilize the
services of a depositary for the Registered Exchange Offer with an address in
the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;


 


(d)  permit
Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered
Exchange Offer shall remain open; and


 


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(e)  otherwise
comply with all applicable laws.


 


As soon as practicable after the close of the
Registered Exchange Offer or the Private Exchange, as the case may be, the
Issuers shall:


 


(x)  accept for
exchange all the Securities validly tendered and not withdrawn pursuant to the
Registered Exchange Offer and the Private Exchange;


 


(y)  deliver to
the Trustee for cancellation all the Initial Securities so accepted for
exchange; and


 


(z)  cause the
Trustee to authenticate and deliver promptly to each Holder of the Initial
Securities, Exchange Securities or Private Exchange Securities, as the case may
be, equal in principal amount to the Initial Securities of such Holder so
accepted for exchange.


 


The Indenture will provide that the Exchange
Securities will not be subject to the transfer restrictions set forth in the
Indenture and that all the Securities will vote and consent together on all
matters as one class and that none of the Securities will have the right to
vote or consent as a class separate from one another on any matter.


 


Subject to the applicable provisions of the
Indenture, interest on each Exchange Security and Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Initial Securities surrendered in exchange therefor or, if no interest has
been paid on the Initial Securities, from the date of original issue of the
Initial Securities.


 


Each Holder participating in the Registered Exchange
Offer shall be required to represent to the Issuers that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business, (ii) such
Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,”
as defined in Rule 405 of the Securities Act, of the Issuers or if it is
an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if
such Holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Securities and (v) if
such Holder is a broker-dealer, that it will receive Exchange Securities for
its own account in exchange for Initial Securities that were acquired as a
result of market-making activities or other trading activities and that it will
be required to acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Securities.


 


Notwithstanding any other provisions hereof, the
Issuers will ensure that (i) any Exchange Offer Registration Statement and
any amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and
any


 


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amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any
Exchange Offer Registration Statement, and any supplement to such prospectus,
does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


2.  Shelf Registration.  If, (i) because of any change in law or
in applicable interpretations thereof by the staff of the Commission, the
Issuers are not permitted to effect a Registered Exchange Offer, as
contemplated by Section 1 hereof, (ii) the Registered Exchange Offer
is not consummated within 380 days of the Issue Date, (iii) within 30 days
after the consummation of the Registered Exchange Offer, the Initial Purchaser
so requests with respect to the Initial Securities (or the Private Exchange
Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Exchanging
Dealer) is not eligible to participate in the Registered Exchange Offer or, in
the case of any Holder (other than an Exchanging Dealer) that participates in
the Registered Exchange Offer, such Holder does not receive freely tradeable
Exchange Securities on the date of the exchange and such Holder so requests,
the Issuers shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the receipt of
the required notice, being a “Trigger
Date”):


 


(a)  Subject to
the provisions relating to Blackout Periods (as defined below) contained
herein, the Issuers shall, at their cost, as promptly as practicable (but in no
event more than 30 days after the Trigger Date (or if the 30th day is not a
business day, the first business day thereafter)) file with the Commission and
thereafter shall use their commercially reasonable efforts to cause to be
declared effective, in the case of Section 2(i) above,
on or prior to the 350th day after the Issue Date and, in the case of Sections
2(ii), (iii) or (iv) above, on or prior to the 120th day after the
applicable Trigger Date, a registration statement (the “Shelf Registration Statement” and,
together with the Exchange Offer Registration Statement, a “Registration Statement”) on an
appropriate form under the Securities Act relating to the offer and sale of the
Transfer Restricted Securities (as defined in Section 6 hereof) by the
Holders thereof from time to time in accordance with the methods of
distribution set forth in the Shelf Registration Statement and Rule 415
under the Securities Act (hereinafter, the “Shelf
Registration”); provided, however, that no Holder (other than the Initial Purchaser)
shall be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all
the provisions of this Agreement applicable to such Holder.


 


(b)  Subject to
the provisions relating to Blackout Periods contained herein, the Issuers shall
use their commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant Securities until the earliest of (i) the


 


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time when the Securities
covered by the Shelf Registration Statement can be sold pursuant to Rule 144
without any limitations under clauses (c), (e), (f) and (h) of Rule 144
under the Securities Act, (ii) two years from the Issue Date (or such
longer period if extended pursuant to Section 3(j) below) and (iii) the
date on which all Securities registered thereunder are disposed of in
accordance therewith.  The Issuers shall be deemed not to have used
their commercially reasonable efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any action that
would result in Holders of Securities covered thereby not being able to offer
and sell such Securities during that period (other than during a Blackout
Period), unless such action is required by applicable law.


 


(c)  Subject to
the provisions relating to Blackout Periods contained herein, the Issuers shall
cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement, amendment or supplement, (i) to comply in all
material respects with the applicable requirements of the Securities Act and
the rules and regulations of the Commission and (ii) not to contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.


 


Notwithstanding anything herein to the contrary, the
Issuers, upon advising the Initial Purchaser in writing, may, pursuant to the
advice of outside counsel to the Issuers, delay the filing or effectiveness of
any Shelf Registration Statement (if not filed or effective, as applicable) or
suspend, or otherwise fail to maintain, the effectiveness thereof or cease to
permit the use of the prospectus included in such Shelf Registration Statement for
a period (the “Blackout Period”) not to exceed
45 days, twice in any twelve consecutive month period (provided that there must
elapse 30 days between the end of a Blackout Period and the beginning of
another Blackout Period) in the event that (i) the Board of Directors (or
the equivalent) of the Issuers reasonably and in good faith determines that the
premature disclosure of a material event at such time could reasonably be
expected to have a material adverse effect on the Issuers’ business, operations
or prospects or (ii) the disclosure otherwise relates to a material
business transaction which has not been publicly disclosed and the Board of
Directors (or the equivalent) of the Issuers reasonably and in good faith
determines that any such disclosure could reasonably be expected to jeopardize
the success of such transaction; provided that, (x) upon the termination of such
Blackout Period, the Issuers promptly shall advise the Initial Purchaser that
such Blackout Period has been terminated and (y) the required period of
effectiveness for such Shelf Registration Statement shall be extended by the
number of days during which such Shelf Registration Statement was not effective
or usable pursuant to the foregoing provisions.


 


3.  Registration Procedures.  In connection with any Shelf Registration
contemplated by Section 2 hereof (taking into account the availability of
a Blackout Period pursuant to the provisions hereof) and, to the extent
applicable, any Registered Exchange Offer contemplated by Section 1 hereof,
the following provisions shall apply:


 


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(a)  The Issuers
shall (i) furnish to the Initial Purchaser, prior to the filing thereof
with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein and, in
the event that the Initial Purchaser (with respect to any portion of an unsold
allotment from the original offering) is participating in the Registered
Exchange Offer or the Shelf Registration Statement, the Issuers shall use their
commercially reasonable efforts to reflect in each such document, when so filed
with the Commission, such comments as the Initial Purchaser reasonably may
propose; (ii) include the information set forth in Annex A hereto on the
cover, in Annex B hereto in the “Exchange Offer Procedures” section and
the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan
of Distribution” section of the prospectus forming a part of the Exchange
Offer Registration Statement and include the information set forth in Annex D
hereto in the Letter of Transmittal delivered pursuant to the Registered
Exchange Offer; (iii) if requested by the Initial Purchaser, include the
information required by Items 507 or 508 of Regulation S-K under the Securities
Act, as applicable, in the prospectus forming a part of the Exchange Offer
Registration Statement; (iv) include within the prospectus contained in
the Exchange Offer Registration Statement a section entitled “Plan of
Distribution,” reasonably acceptable to the Initial Purchaser, which shall
contain a summary statement of the positions taken or policies made by the
staff of the Commission with respect to the potential “underwriter” status of
any broker-dealer that is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange
Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether
such positions or policies have been publicly disseminated by the staff of the
Commission or such positions or policies, in the reasonable judgment of the
Initial Purchaser based upon advice of counsel (which may be in-house counsel),
represent the prevailing views of the staff of the Commission; and (v) in
the case of a Shelf Registration Statement, include the names of the Holders,
who propose to sell Securities pursuant to the Shelf Registration Statement, as
selling securityholders.


 


(b)  The Issuers
shall give written notice to the Initial Purchaser, the Holders of the
Securities and any Participating Broker-Dealer from whom the Issuers have
received prior written notice that it will be a Participating Broker-Dealer in
the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the prospectus
until the requisite changes have been made):


 


(i)  when the
Registration Statement or any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment
thereto has become effective;


 


(ii)  of any
request by the Commission for amendments or supplements to the Registration
Statement or the prospectus included therein or for additional information;


 


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(iii)  of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose;


 


(iv)  of the
receipt by the Issuers or their legal counsel of any notification with respect
to the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and


 


(v)  of the happening
of any event that requires the Issuers to make changes in the Registration
Statement or the prospectus in order that the Registration Statement or the
prospectus do not contain an untrue statement of a material fact nor omit to
state a material fact required to be stated therein or necessary to make the
statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.


 


(c)  The Issuers
shall make every commercially reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the
Registration Statement.


 


(d)  The Issuers
shall furnish to each Holder of Securities included within the coverage of the
Shelf Registration, without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Holder so requests in writing, all
exhibits thereto (including those, if any, incorporated by reference).


 


(e)  The Issuers
shall deliver to each Exchanging Dealer and the Initial Purchaser, and to any
other Holder who so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if the Initial Purchaser or any such
Holder requests, all exhibits thereto (including those incorporated by
reference).


 


(f)  The Issuers
shall, during the Shelf Registration Period, deliver to each Holder of Securities
included within the coverage of the Shelf Registration, without charge, as many
copies of the prospectus (including each preliminary prospectus) included in
the Shelf Registration Statement and any amendment or supplement thereto as
such person may reasonably request. The Issuers consent, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by each of the selling Holders of the Securities in
connection with the offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.


 


(g)  The Issuers
shall deliver to the Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a
prospectus following the Registered Exchange Offer, without charge, as many
copies of the final


 


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prospectus included in the Exchange Offer
Registration Statement and any amendment or supplement thereto as such persons
may reasonably request.  The Issuers
consent, subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by the Initial Purchaser, if
necessary, any Participating Broker-Dealer and such other persons required to
deliver a prospectus following the Registered Exchange Offer in connection with
the offering and sale of the Exchange Securities covered by the prospectus, or
any amendment or supplement thereto, included in such Exchange Offer
Registration Statement.


 


(h)  Prior to any
public offering of the Securities, pursuant to any Registration Statement, the
Issuers shall register or qualify or cooperate with the Holders of the
Securities included therein and their respective counsel in connection with the
registration or qualification of the Securities for offer and sale under the
securities or “blue sky” laws of such states of the United States as any Holder
of the Securities reasonably requests in writing and do any and all other acts
or things necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement; provided,
however, that the Issuers shall not be required to (i) qualify generally
to do business in any jurisdiction where they are not then so qualified or (ii) take
any action which would subject them to general service of process or to
taxation in any jurisdiction where they are not then so subject.


 


(i)  The Issuers
shall cooperate with the Holders of the Securities to facilitate the timely
preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in
such denominations and registered in such names as the Holders may request (in
each case, subject to the appropriate requirements of the Indenture) a
reasonable period of time prior to sales of the Securities pursuant to such
Registration Statement.


 


(j)  Upon the
occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Issuers are
required to maintain an effective Registration Statement, the Issuers shall
promptly prepare and file a post-effective amendment to the Registration
Statement or a supplement to the related prospectus and any other required
document so that, as thereafter delivered to Holders of the Securities or
purchasers of Securities, the prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  If the Issuers notify the Initial Purchaser,
the Holders of the Securities and any known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of Section 3(b) above
to suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Initial Purchaser, the Holders of the
Securities and any such Participating Broker-Dealers shall suspend use of such
prospectus, and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall each be
extended by the number of days from and including the date of the giving of
such notice to and including the date when the Initial


 


9





















 


Purchaser, the Holders of the Securities and any
known Participating Broker-Dealer shall have received such amended or
supplemented prospectus pursuant to this Section 3(j).


 


(k)  Not later
than the effective date of the applicable Registration Statement, the Issuers
will provide a CUSIP number for the Initial Securities, the Exchange Securities
or the Private Exchange Securities, as the case may be, and provide the
applicable trustee with printed certificates for the Initial Securities, the
Exchange Securities or the Private Exchange Securities, as the case may be, in
a form eligible for deposit with The Depository Trust Company.


 


(l)  The Issuers
will comply with all rules and regulations of the Commission to the extent
and so long as they are applicable to the Registered Exchange Offer or the
Shelf Registration and will make generally available to their security holders
(or otherwise provide in accordance with Section 11(a) of the
Securities Act) an earnings statement satisfying the provisions of Section 11(a) of
the Securities Act, no later than 45 days after the end of a 12-month period
(or 90 days, if such period is a fiscal year) beginning with the first month of
the Issuers’ first fiscal quarter commencing after the effective date of the
Registration Statement, which statement shall cover such 12-month period.


 


(m)  The Issuers
shall cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended, in a timely manner and containing such changes, if any, as
shall be necessary for such qualification. 
In the event that such qualification would require the appointment of a
new trustee under the Indenture, the Issuers shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.


 


(n)  The Issuers
may require each Holder of Securities to be sold pursuant to the Shelf Registration
Statement to furnish to the Issuers such information regarding the Holder and
the distribution of the Securities as the Issuers may from time to time
reasonably require for inclusion in the Shelf Registration Statement, and the
Issuers may exclude from such registration the Securities of any Holder that
unreasonably fails to furnish such information within a reasonable time after
receiving such request.


 


(o)  The Issuers
shall enter into such customary agreements (including, if requested, an underwriting
agreement in customary form) and take all such other action, if any, as any
Holder of the Securities shall reasonably request in order to facilitate the
disposition of the Securities pursuant to any Shelf Registration.


 


(p)  In the case
of any Shelf Registration, the Issuers shall (i) make reasonably available
for inspection by the Holders of the Securities, any underwriter participating
in any disposition pursuant to the Shelf Registration Statement and any
attorney, accountant or other agent retained by the Holders of the Securities
or any such underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Issuers and (ii) cause the
Issuers’ officers, directors, employees, accountants and auditors to supply all
relevant information reasonably requested by the Holders of the Securities or


 


10





















 


any such underwriter, attorney, accountant or agent
in connection with the Shelf Registration Statement, in each case, as shall be
reasonably necessary to enable such persons, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act;
provided, however, that the foregoing inspection and information gathering
shall be coordinated on behalf of the Initial Purchaser by you and on behalf of
the other parties, by one counsel designated by and on behalf of such other
parties as described in Section 4 hereof; provided,
however, that any information that is
designated in writing by the Issuers, in good faith, as confidential at the
time of delivery of such information shall be kept confidential by each such
person or their respective affiliates unless otherwise required by applicable
law or regulation, or unless such information becomes available to the public
generally or through a third party without an accompanying obligation of
confidentiality.


 


(q) In the case of any Shelf
Registration, the Issuers, if requested by any Holder of Securities covered
thereby, shall cause (i) their counsel (which may be in-house counsel of
the Issuers) to deliver an opinion and updates thereof (subject to customary
qualifications and limitations) relating to the Securities in customary form
addressed to such Holders and the managing underwriters, if any, thereof and dated,
in the case of the initial opinion, the effective date of such Shelf
Registration Statement (it being agreed that the matters to be covered by such
opinion shall include, without limitation, the due incorporation or formation,
as the case may be, and good standing of each Issuer and its subsidiaries; the
qualification of each Issuer and its subsidiaries to transact business as
foreign corporations; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 3(o) hereof; the due
authorization, execution, authentication and issuance, and the validity and
enforceability, of the applicable Securities; the absence of material legal or
governmental proceedings involving the Issuers and their subsidiaries; the absence
of governmental approvals required to be obtained in connection with the Shelf
Registration Statement, the offering and sale of the applicable Securities, or
any agreement of the type referred to in Section 3(o) hereof; the
compliance as to form of such Shelf Registration Statement and any documents
incorporated by reference therein and of the Indenture with the requirements of
the Securities Act and the Trust Indenture Act, respectively; and, as of the
date of the opinion and as of the effective date of the Shelf Registration
Statement or most recent post-effective amendment thereto, as the case may be,
the absence from such Shelf Registration Statement and the prospectus included
therein, as then amended or supplemented, and from any documents incorporated
by reference therein of an untrue statement of a material fact or the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading (in the case of any such documents,
in the light of the circumstances existing at the time that such documents were
filed with the Commission under the Exchange Act); (ii) their officers to
execute and deliver all customary documents and certificates and updates
thereof reasonably requested by any underwriters of the applicable Securities
and (iii) their independent public accountants to provide to the selling
Holders of the applicable Securities and any underwriter therefor a comfort
letter in customary form and covering matters of the type customarily covered
in comfort letters in connection with primary


 


11





















 


underwritten offerings, subject to receipt of
appropriate documentation as contemplated, and only if permitted, by Statement
of Auditing Standards No. 72 (it being understood that each independent
accounting firm shall provide customary “comfort” (including “negative
assurance” comfort) on (i) the financial statements and information for
the periods covered by its audit opinion included in the Shelf Registration
Statement, and (ii) the interim unaudited financial statements and
information that are covered by its review as provided in Statement on Auditing
Standards No. 100).


 


(r)  In the case
of the Registered Exchange Offer, if requested by the Initial Purchaser or any
known Participating Broker-Dealer, the Issuers shall cause (i) their
counsel to deliver to the Initial Purchaser or such Participating Broker-Dealer
a signed opinion substantially similar to the form set forth in Exhibit C to
the Purchase Agreement with such changes as are customary in connection with
the preparation of a Registration Statement and subject to customary
qualifications and limitations and (ii) their independent public
accountants to deliver to the Initial Purchaser or such Participating
Broker-Dealer a comfort letter, in customary form, meeting the requirements as
to the substance thereof as set forth in Section 6(a) and 6(h) of
the Purchase Agreement, with appropriate date changes (it being understood that
each independent accounting firm shall provide customary “comfort” (including “negative
assurance” comfort) on (i) the financial statements and information for
the periods covered by its audit opinion included in the Registration
Statement, and (ii) the interim unaudited financial statements and
information that are covered by its review as provided in Statement on Auditing
Standards No. 100).


 


(s)  If a
Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Issuers (or to such other
Person as directed by the Issuers) in exchange for the Exchange Securities or
the Private Exchange Securities, as the case may be, the Issuers shall mark, or
caused to be marked, on the Initial Securities so exchanged that such Initial
Securities are being canceled in exchange for the Exchange Securities or the
Private Exchange Securities, as the case may be; in no event shall the Initial
Securities be marked as paid or otherwise satisfied.


 


(t)  The Issuers
will use their commercially reasonable efforts to (a) if the Initial
Securities have been rated prior to the initial sale of such Initial
Securities, confirm such ratings will apply to the Securities covered by a
Registration Statement, or (b) if the Initial Securities were not
previously rated, cause the Securities covered by a Registration Statement to
be rated with the appropriate rating agencies, if so requested by Holders of a
majority in aggregate principal amount of Securities covered by such Registration
Statement, or by the Managing Underwriters (as defined in Section 8), if
any.


 


(u)  In the event
that any broker-dealer registered under the Exchange Act shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the NASD (“NASD”)) thereof, whether as a Holder
of such Securities or as an underwriter, a placement or sales agent or a broker
or dealer in respect thereof, or


 


12





















 


otherwise, the Issuers will assist such
broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall
so require, engaging a “qualified independent underwriter” (as defined in Rule 2720)
to participate in the preparation of the Registration Statement relating to
such Securities, to exercise usual standards of due diligence in respect
thereto and, if any portion of the offering contemplated by such Registration
Statement is an underwritten offering or is made through a placement or sales
agent, to recommend the yield of such Securities, (ii) indemnifying any
such qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof (it being understood that the
Issuers will also be indemnified by the qualified independent underwriter to
the extent of the indemnification of the Issuers provided in Section 5
hereof) and (iii) providing such information to such broker-dealer as may
be required in order for such broker-dealer to comply with the requirements of
the Rules.


 


(v)  The Issuers
shall use their commercially reasonable efforts to take all other steps
necessary to effect the registration of the Securities covered by a
Registration Statement contemplated hereby.


 


4.  Registration Expenses.  The Issuers shall bear all fees and expenses
incurred in connection with the performance of their obligations under Sections
1 through 3 hereof (including the reasonable fees and expenses, if any, of Cravath,
Swaine & Moore LLP, counsel for the Initial Purchaser, incurred in
connection with the Registered Exchange Offer), whether or not the Registered
Exchange Offer or a Shelf Registration is filed or becomes effective, and, in
the event of a Shelf Registration, shall bear or reimburse the Holders of the
Securities covered thereby for the reasonable fees and disbursements of one
firm of counsel designated by the Holders of a majority in principal amount of
the Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith.


 


5.  Indemnification.  (a)  The Issuers agree to indemnify and
hold harmless each Holder of the Securities, any Participating Broker-Dealer
and each person, if any, who controls such Holder or such Participating
Broker-Dealer within the meaning of the Securities Act or the Exchange Act
(each Holder, any Participating Broker-Dealer and such controlling persons are
referred to collectively as the “Indemnified Parties”)
from and against any losses, claims, damages or liabilities, joint or several,
or any actions in respect thereof (including, but not limited to, any losses,
claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the
Issuers shall not be liable in any such case to the extent


 


13





















 


that such loss, claim, damage or liability
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in a Registration Statement or prospectus
or in any amendment or supplement thereto or in any preliminary prospectus
relating to a Shelf Registration in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Issuers by
or on behalf of such Holder specifically for inclusion therein and (ii) with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus relating to a Shelf Registration
Statement, the indemnity agreement contained in this subsection (a) shall
not inure to the benefit of any Holder or Participating Broker-Dealer from whom
the person asserting any such losses, claims, damages or liabilities purchased
the Securities concerned, to the extent that a prospectus relating to such
Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating
Broker-Dealer results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Securities
to such person, a copy of the final prospectus if the Issuers had previously
furnished copies thereof to such Holder or Participating Broker-Dealer;
provided further, however, that this indemnity agreement will be in addition to
any liability which the Issuers may otherwise have to such Indemnified
Party.  The Issuers shall also indemnify
underwriters, their officers and directors and each person who controls such
underwriters within the meaning of the Securities Act or the Exchange Act to
the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.


 


(b)  Each Holder of the Securities,
severally and not jointly, will indemnify and hold harmless the Issuers and
each person, if any, who controls the Issuers within the meaning of the
Securities Act or the Exchange Act from and against any losses, claims, damages
or liabilities or any actions in respect thereof, to which the Issuers or any
such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading, but in each case only to the extent
that the untrue statement or omission or alleged untrue statement or omission
was made in reliance upon and in conformity with written information pertaining
to such Holder and furnished to the Issuers by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set forth
immediately preceding this clause, shall reimburse, as incurred, the Issuers
for any legal or other expenses reasonably incurred by the Issuers or any such
controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability which such Holder may otherwise have to the Issuers or any of
their controlling persons.


 


(c)  Promptly after receipt by an
indemnified party under this Section 5 of notice of the commencement of
any action or proceeding (including a governmental investigation), such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 5, notify the indemnifying party of
the commencement thereof; but the failure


 


14





















 


to notify the indemnifying party shall not
relieve the indemnifying party from any liability that it may have under subsection (a) or
(b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided further that the failure to notify the indemnifying party shall not
relieve it from any liability that it may have to an indemnified party
otherwise than under subsection (a) or (b) above.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this Section 5
for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof.  In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have
mutually agreed otherwise; (ii) the indemnifying party has failed within a
reasonable time to retain counsel reasonably satisfactory to the indemnified
party; (iii) the indemnified party shall have reasonably concluded that
there may be legal defenses available to it that are different from or in
addition to those available to the indemnifying party, or (iv) the named
parties in any such proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  It is understood
and agreed that the indemnifying party shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all indemnified parties, and that all such fees and expenses shall
be reimbursed as they are incurred.  Any
such separate firm for the Initial Purchaser, its affiliates, directors and
officers and any control persons of the Initial Purchaser shall be designated by
the Initial Purchaser in writing and any such separate firm for the Issuers and
any control persons of the Issuers shall be designated in writing by the Issuers.
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless
such settlement (x) includes an unconditional release of such indemnified party
from all liability on any claims that are the subject matter of such action,
and (y) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


(d)  If the indemnification provided for
in this Section 5 is unavailable or insufficient to hold harmless an
indemnified party under subsections (a) or (b) above, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to in subsection (a) or (b) above
(i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the indemnified
party on the other from the exchange of the Securities, pursuant to the
Registered Exchange Offer, or (ii) if the allocation


 


15





















 


provided by the foregoing clause (i) is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the indemnifying party or parties on the one hand
and the indemnified party on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant equitable
considerations.  The relative fault of
the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Issuers on the one hand or such Holder or such other indemnified party, as
the case may be, on the other, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities referred
to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which
is the subject of this subsection (d). 
Notwithstanding any other provision of this Section 5(d), the
Holders of the Securities shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from
the sale of the Securities pursuant to a Registration Statement exceeds the
amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
For purposes of this paragraph (d), each person, if any, who controls
such indemnified party within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as such indemnified party and
each person, if any, who controls the Issuers within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as the Issuers.


 


(e)  The agreements contained in this Section 5
shall survive the sale of the Securities pursuant to a Registration Statement
and shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.


 


6.  Additional Interest Under
Certain Circumstances.  (a) 
Additional interest (the “Additional Interest”)
with respect to the Initial Securities (other than (1) Exchange
Securities, (2) any Initial Securities that have been transferred pursuant
to an effective Shelf Registration Statement, (3) any Initial Securities
that have been transferred in reliance on Rule 144 and (4) if at any
time after the second anniversary of the Issue Date, no Initial Securities are
Transfer Restricted Securities and upon a certificate from the Company to the
Trustee certifying such fact, any Initial Securities that are outstanding after
the second anniversary of the Issue Date) shall be assessed as follows if any
of the following events occur (each such event in clauses (i) through
(vi) below a “Registration Default”):


 


(i)  If the
Exchange Offer Registration Statement has not been filed with the Commission on
or prior to the 180th day after the Issue Date;


 


16





















 


(ii)  If the
Exchange Offer Registration Statement has not been declared effective by the Commission
on or prior to the 350th day after the Issue Date, or, if a Shelf Registration
Statement is required to be filed with the Commission pursuant to Section 2(i) above
in lieu thereof, such Shelf Registration Statement has not been declared
effective by the Commission on or prior to the 380th day after the Issue Date;


 


(iii) The Registered
Exchange Offer is not consummated on or before the 40th day after the Exchange
Offer Registration Statement has been declared effective by the Commission;


 


(iv) If a Shelf
Registration Statement is required to be filed with the Commission pursuant to
Sections 2(ii), (iii) or (iv) above, such Shelf Registration
Statement has not been filed with the Commission on or prior to the 90th day
after the relevant Trigger Date;


 


(v) If a Shelf
Registration Statement is required to be filed with the Commission pursuant to
Sections 2(ii), (iii) or (iv) above, such Shelf Registration
Statement has not been declared effective by the Commission on or prior to the
120th day after the relevant Trigger Date; or


 


(vi)  If after
either the Exchange Offer Registration Statement or the Shelf Registration
Statement is declared effective (A) such Registration Statement thereafter
ceases to be effective (other than during a Blackout Period); or (B) such
Registration Statement or the related prospectus ceases to be usable (except as
permitted in paragraph (b) or in connection with a Blackout Period)
in connection with resales of Transfer Restricted Securities during the periods
specified herein because either (1) any event occurs as a result of which
the related prospectus forming part of such Registration Statement would
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the circumstances
under which they were made not misleading, or (2) it shall be necessary to
amend such Registration Statement or supplement the related prospectus, to
comply with the Securities Act or the Exchange Act or the respective rules thereunder.


 


Additional
Interest shall accrue on the Initial Securities (other than (1) Exchange
Securities, (2) any Initial Securities that have been transferred pursuant
to an effective Shelf Registration Statement, (3) any Initial Securities
that have been transferred in reliance on Rule 144 and (4) if at any
time after the second anniversary of the Issue Date, no Initial Securities are
Transfer Restricted Securities and upon a certificate from the Company to the
Trustee certifying such fact, any Initial Securities that are outstanding after
the second anniversary of the Issue Date) over and above the interest set forth
in the title of the Securities from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such
Registration Defaults have been cured, at a rate of 0.25% per annum (the “Additional Interest Rate”)
for the first 90-day period immediately following the occurrence of such
Registration Default.  The Additional
Interest Rate shall increase by an additional 0.25% per annum with respect to
each


 


17





















 


subsequent 90-day period until all Registration Defaults
have been cured, up to a maximum Additional Interest Rate of 1.0% per annum.


 


(b)  A Registration Default referred to in
Section 6(a)(vi)(B) hereof shall be deemed not to have occurred and
be continuing in relation to a Shelf Registration Statement or the related
prospectus if (i) such Registration Default has occurred solely as a
result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Issuers where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
prospectus or (y) other material events, with respect to the Issuers that would
need to be described in such Shelf Registration Statement or the related
prospectus and (ii) in the case of clause (y), the Issuers are proceeding
promptly and in good faith to amend or supplement such Shelf Registration
Statement and related prospectus to describe such events; provided, however,
that in any case if such Registration Default occurs for a continuous period in
excess of 30 days, Additional Interest shall be payable in accordance with the
above paragraph from the day such Registration Default occurs until such
Registration Default is cured.


 


(c)  Any amounts of Additional Interest
due pursuant to clause (i) through (vi) of Section 6(a) above
will be payable in cash on the regular interest payment dates with respect to the
Initial Securities in a manner consistent with the appropriate provisions of
the Indenture. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of
the Initial Securities, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.


 


(d)  ”Transfer Restricted
Securities” means each Security until (i) the date on which
such Transfer Restricted Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of an Initial Security for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on
which such Initial Security has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Initial Security is distributed
to the public pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act.


 


7.  Rules 144 and 144A.  The
Issuers shall use their best efforts to file the reports required to be filed
by it under the Securities Act and the Exchange Act in a timely manner and, if
at any time the Issuers are not required to file such reports, they will, upon
the request of any Holder of Initial Securities, make publicly available other
information so long as necessary to permit sales of their securities pursuant
to Rules 144 and 144A.  The Issuers
covenant that it will take such further action as any Holder of Initial
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Initial Securities without registration under the


 


18





















 


Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).  The Issuers will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Issuers by the Initial Purchaser upon request. 
Upon the request of any Holder of Initial Securities, the Issuers shall
deliver to such Holder a written statement as to whether it has complied with
such requirements. Notwithstanding the foregoing, nothing in this Section 7
shall be deemed to require the Issuers to register any of their securities
pursuant to the Exchange Act.


 


8.  Underwritten Registrations.  If
any of the Transfer Restricted Securities covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Securities to be included in such offering.


 


No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such person’s
Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.


 


9.  Miscellaneous.


 


(a)  Amendments and Waivers.  The
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the Holders of a majority in
principal amount of the Securities affected by such amendment, modification,
supplement, waiver or consents.


 


(b)  Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, first-class mail, facsimile transmission, or
air courier which guarantees overnight delivery:


 


(1)  if to a Holder of the Securities, at the
most current address given by such Holder to the Issuers.


 


(2)  if to the Initial Purchaser:


 


Credit Suisse First Boston LLC


Eleven Madison Avenue


New York, NY 10010-3629


Fax No.: 
(212) 325-8278


Attention: 
Transactions Advisory Group


 


19





















 


with a copy to:


 


Cravath, Swaine & Moore LLP


Worldwide Plaza


825 Eighth Avenue


New York, NY 10019


Fax No.: 
(212) 474-3700


Attention: LizabethAnn R. Eisen, Esq.


 


(3)           if
to the Issuers, at their address as follows:


 


Neff Corp.


3750 N.W. 87th Avenue


Suite 400, Miami, Florida 33178


Fax No.: (305) 513-4156


Attention: 
Mark H. Irion


 


with a copy to:


 


Latham & Watkins LLP


885 Third Avenue


Suite 1000


New York, NY 10022


Fax No.: (212) 751-4864


Attention: Kirk A. Davenport, Esq.


 


All such notices and communications shall be deemed
to have been duly given:  at the time
delivered by hand, if personally delivered; three business days after being
deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged
by recipient’s facsimile machine operator, if sent by facsimile transmission;
and on the day delivered, if sent by overnight air courier guaranteeing next
day delivery.


 


(c)  No Inconsistent Agreements.  The
Company has not, as of the date hereof, entered into, nor shall it, on or after
the date hereof, enter into, any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders herein or otherwise conflicts
with the provisions hereof.


 


(d)  Successors and Assigns.  This
Agreement shall be binding upon the Company and its successors and assigns.


 


(e)  Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


20





















 


(f)  Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


(g)  Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


 


(h)  Severability.  If
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.


 


(i)  Securities Held by the
Issuers.  Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder,
Securities held by the Issuers or their affiliates (other than subsequent
Holders of Securities if such subsequent Holders are deemed to be affiliates
solely by reason of their holdings of such Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


(j)  Submission to
Jurisdiction; Waiver of Immunities.  By the execution and
delivery of this Agreement, the Issuers and the Guarantor hereby submit to the
non-exclusive jurisdiction of the federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby that may be
instituted in any such federal or state court or brought under federal or state
securities laws.  To the
extent that either Issuer or the Guarantor may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property, it hereby irrevocably
waives such immunity in respect of this Agreement, to the fullest extent
permitted by law.


 


21





















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Issuers a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the Initial Purchaser, the Issuers and
the Guarantor in accordance with its terms.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  NEFF RENTAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF FINANCE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


The
foregoing Registration


Rights
Agreement is hereby confirmed


and
accepted as of the date first


above
written.


 


CREDIT
SUISSE FIRST BOSTON LLC


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


22





















 


ANNEX A


 





















 


Each broker-dealer that receives Exchange Securities
for its own account pursuant to the Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities.  The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an “underwriter” within the meaning of
the Securities Act.  This Prospectus, as
it may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities.  The Issuers have agreed
that, for a period of 180 days after the Expiration Date (as defined herein),
they will make this Prospectus available to any broker-dealer for use in
connection with any such resale.  See “Plan
of Distribution.”


 





















 


ANNEX B


 





















 


Each broker-dealer that receives Exchange Securities
for its own account in exchange for Securities, where such Initial Securities
were acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  See “Plan of Distribution.”


 





















 


ANNEX C


 





















 


PLAN OF DISTRIBUTION


 


Each broker-dealer that receives Exchange Securities
for its own account pursuant to the Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities.  This Prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Securities received in exchange for Initial
Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities.  The Issuers have agreed that, for a period of
180 days after the Expiration Date, they will make this prospectus, as amended
or supplemented, available to any broker-dealer for use in connection with any
such resale.  In addition, until [•], 20[•],  all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)


 


The Issuers will not receive any proceeds from any
sale of Exchange Securities by broker-dealers. 
Exchange Securities received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Securities or a combination of
such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices.  Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. 
Any broker-dealer that resells Exchange Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed
to be an “underwriter” within the meaning of the Securities Act and any profit
on any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation
under the Securities Act.  The Letter of
Transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an “underwriter” within the meaning of the Securities Act.


 


For a period of 180 days after the Expiration Date
the Issuers will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. 
The Issuers have agreed to pay all expenses incident to the Exchange
Offer (including the expenses of one counsel for the Holders of the Securities)
other than commissions or concessions of any brokers or dealers and will
indemnify the Holders of the Securities (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.


 










(1)  In addition, the legend
required by Item 502(e) of Regulation S-K will appear on the back cover page of
the Exchange Offer prospectus.


 





















 


ANNEX D


 





















 


o            CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


 


	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


 


If
the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities.  If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Securities; however,
by so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.