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TABLE OF CONTENTS
Index to Financial Statements

As filed with the Securities and Exchange Commision on October 29, 2014

Registration No. 333-198559

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Neff Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 7359
(Primary Standard Industrial
Classification Code Number) 30-0843609
(I.R.S. Employer
Identification No.)

3750 N.W. 87^th Avenue, Suite 400
Miami, FL 33178
(305) 513-3350
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Mark Irion
Chief Financial Officer
Neff Corporation
3750 N.W. 87^th Avenue, Suite 400
Miami, FL 33178
(305) 513-3350
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Kirk A. Davenport II, Esq. Dennis Lamont, Esq. Latham & Watkins LLP 885 Third Avenue, Suite 1000 New York, New York 10022 (212) 906-1200	Arthur D. Robinson, Esq. Lesley C. Peng, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934 (the "Exchange Act"). (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller reporting company) Smaller reporting company o

          The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS (Subject to Completion)

Issued October 29, 2014

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

                   Shares

Neff Corporation

CLASS A COMMON STOCK

Neff Corporation is offering                             shares of its Class A common stock. This is our initial public offering and no public market currently exists for our Class A common stock. The initial public offering price is expected to be between $               and $               per share.

We will apply to list our Class A common stock on The New York Stock Exchange ("NYSE") under the symbol "NEFF".

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally. All of our Class B common stock will be held by Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P., private investment funds managed by Wayzata Investment Partners LLC, which we refer to collectively as "Wayzata." Immediately following this offering, the holders of our Class A common stock will collectively hold 100% of the economic interests in us and          % of the voting power in us, and Wayzata, through its ownership of all of the outstanding Class B common stock, will hold the remaining           % of the voting power in us. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE. We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom our sole asset will be the common units of Neff Holdings LLC ("Neff Holdings"), representing a          % economic interest in Neff Holdings. The remaining          % economic interest in Neff Holdings will be owned by Wayzata through its ownership of common units of Neff Holdings.

We are an "emerging growth company" under applicable federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our Class A common stock involves risks. Please see "Risk Factors" beginning on page 21.

PRICE $                             A SHARE

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds to Company, Before Expenses
Per Share	$	$	$
Total	$	$	$

(1)

We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriters."

We have granted the underwriters the right to purchase up to an additional                           shares of Class A common stock from us.

The Securities and Exchange Commission (the "SEC") and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock to purchasers on or about              , 2014.

MORGAN STANLEY	JEFFERIES	PIPER JAFFRAY
BofA MERRILL LYNCH		WELLS FARGO SECURITIES

                           , 2014

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		21
OUR ORGANIZATIONAL STRUCTURE		41
FORWARD-LOOKING STATEMENTS		44
MARKET DATA		45
DIVIDEND POLICY		46
USE OF PROCEEDS		47
CAPITALIZATION		48
DILUTION		50
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION		52
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		60
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		62
BUSINESS		83
MANAGEMENT		96
EXECUTIVE COMPENSATION		100
PRINCIPAL STOCKHOLDERS		116
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		117
DESCRIPTION OF CAPITAL STOCK		126
SHARES ELIGIBLE FOR FUTURE SALE		130
DESCRIPTION OF CERTAIN INDEBTEDNESS		132
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK		136
UNDERWRITERS		140
LEGAL MATTERS		146
EXPERTS		146
WHERE YOU CAN FIND MORE INFORMATION		146
INDEX TO FINANCIAL STATEMENTS		F-1

        You should rely only on the information contained in this prospectus and any free writing prospectus we have prepared. We have not, and the underwriters have not, authorized anyone to provide you with information or make any representations different from or in addition to those contained in this prospectus or any free writing prospectus we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to, the reliability of any other information that others may give you. We are offering to sell shares of Class A common stock and are seeking offers to buy shares of our Class A common stock only in jurisdictions where offers and sales are permitted.

        Until                         , 2014 (25 days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

        For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States.

        We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are our service marks or trademarks. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Some of the trademarks we own or have the right to use include "Neff Rental" and "We Care More." Solely for convenience, the trademarks, service marks, tradenames and copyrights referred to in this prospectus are listed without the ©, ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and tradenames.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that you may consider important in making your investment decision and is qualified in its entirety by the more detailed information and historical financial statements, including the notes thereto, that are included elsewhere in this prospectus. You should read this entire prospectus carefully and consider, among other things, the matters discussed in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Certain statements in this summary are forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements. See "Forward-Looking Statements."

Except as otherwise stated or required by the context, in this prospectus, the "Company," "we," "our" and "us" refer (1) prior to the consummation of the Organizational Transactions described under "—The Organizational Transactions," to Neff Holdings LLC ("Neff Holdings") and, unless the context otherwise requires, its consolidated subsidiaries, and (2) after the consummation of the Organizational Transactions described under "—The Organizational Transactions," to Neff Corporation and, unless the context otherwise requires, its consolidated subsidiaries, including Neff Holdings.

Our Company

        We are a leading regional equipment rental company in the United States, focused on the fast-growing Sunbelt states. We offer a broad array of equipment rental solutions for our diverse customer base, including non-residential construction, oil and gas and residential construction customers. Our broad fleet of equipment includes earthmoving, material handling, aerial and other rental equipment, which we package together to meet the specific needs of our customers. We consider the earthmoving equipment category to be a core competency of our Company and a key differentiator of our business. We believe that the earthmoving equipment category offers a return on investment and future growth prospects that are among the strongest in the equipment rental industry. For the 12 months ended June 30, 2014, we generated revenues of $346.9 million (87% from equipment rentals), net income of $10.1 million and Adjusted EBITDA (as defined below) of $167.4 million.

Our Branch Network and Fleet

        As of June 30, 2014, we operated 64 branches organized into operating clusters in five regions in the United States: Florida, Atlantic, Central, Southeastern and Western. We are strategically located in markets that we believe feature high levels of population growth as well as high levels of construction activity over the near term. We believe that our clustering approach enables us to establish a strong local presence in targeted markets and meet the needs of our customers that have multiple projects within a specific region. Furthermore, we have invested in and developed a highly successful fleet management capability which allows us to share equipment among our branches in order to improve time utilization (as defined below) and drive a higher return on invested capital.

Revenues by Region for the 12 Months Ended June 30, 2014

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Our Five Regions

        We seek to improve returns on our investments in rental equipment by applying a highly-disciplined asset-management approach to acquiring, renting, maintaining and divesting our fleet. This effort is supported by our customized asset tracking software and a rigorous maintenance and repair program, which promotes the extended useful life of our equipment. As of June 30, 2014, our rental fleet consisted of over 13,500 units of equipment with an original equipment cost, or OEC (as defined below), of approximately $708.3 million and an average age of approximately 45 months. Our earthmoving fleet represented 54% of OEC and had an average age of approximately 33 months. We believe that our focus on earthmoving equipment positions us to take advantage of future growth opportunities in our key end-markets.

Rental Fleet by Equipment Category as a Percentage of OEC as of June 30, 2014

Industry Overview

        According to the American Rental Association, the North American rental industry grew from approximately $18 billion in annual rental revenues in 1997 to approximately $38 billion in 2013, representing a compounded annual growth rate ("CAGR") of approximately 5%. The primary

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end-markets served by the rental industry include the broader industrial and construction markets, which include non-residential construction, oil and gas and residential construction. The American Rental Association projects that the North American rental industry will grow by approximately 9% annually through 2018, resulting in estimated annual rental revenues of $57 billion by 2018. We believe that approximately 70% of total North American rental industry revenues is attributable to the industrial and commercial construction markets.

North America Rental Industry Revenues: 1997 - 2018E

Source: American Rental Association Rental Market Monitor.

        We believe that part of this industry growth will be driven by the ongoing secular shift in North America toward reliance on equipment rental instead of ownership, as evidenced by the increasing percentage of new equipment sold to rental companies as a percentage of the total amount of new equipment sold, which we refer to as the penetration rate. According to the American Rental Association'sEquipment Rental Penetration Index, the penetration rate rose from 41% in 2003 to 53% in 2013.

North America Equipment Rental Penetration Rate Index

Source: American Rental Association Equipment Rental Penetration Index.

        We believe that the shift from owning to renting equipment in North America will continue as construction and industrial firms recognize the advantages of renting rather than owning equipment, and that this trend will continue to result in increased penetration rates in the future. Renting equipment allows firms to:

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avoid large equipment capital investments;

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access a broad selection of equipment featuring current technology;

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obtain equipment on an as-needed basis;

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reduce costs related to idle equipment;

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reduce storage and maintenance costs; and

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reduce depreciation charges.

        Furthermore, the material handling and aerial categories each have higher penetration rates than the earthmoving equipment category. Given the relatively lower penetration rate in the earthmoving equipment category, we expect growth in this category to outpace the overall equipment rental market.

North America Penetration Rates by Category for 2013 Equipment Rental Market

Source: Yengst Associates Market Machinery Research Rental Industry Report. Data segmented by the Company to reflect the three primary equipment classes.

        The equipment rental industry in North America is highly fragmented. According to Yengst Associates, the industry is comprised of approximately 4,000 rental business locations that offer construction equipment as a primary source of revenue. In 2013, according to the Rental Equipment Register, revenues of the 15 largest equipment rental companies accounted for approximately 30% of the total market. We believe that larger rental companies will be able to continue to increase their market share and outperform smaller, independent companies by better meeting customer demands to deliver a broad selection of high-quality and reliable equipment in a timely and efficient manner.

Our Business Strengths

        Well Positioned to Capitalize on Key End-Market Growth.    For the 12 months ended June 30, 2014, approximately 87% of our rental revenues were derived from five key end-markets: infrastructure, non-residential construction, oil and gas, municipal and residential construction. The U.S. equipment rental industry has historically benefitted from growth in these end-markets, which are expected to grow at a weighted average CAGR of approximately 7% from 2014 to 2018, as shown below. We believe that our current business is well aligned with these growing end-markets, and that we will continue to benefit from macroeconomic growth.

Our Rental Revenues by End-Market for the 12 Months Ended June 30, 2014	Projected End-Market Growth: 2014E - 2018E CAGRs
Source: Company data.	Source: FMI Construction Outlook Q2 2014 data; Oil and Gas from IHS July 2014 data.

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        Prominent Position in Fast-Growing Sunbelt States.    60 of our 64 branches are located in the Sunbelt states of Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Tennessee, Louisiana, Texas, Arizona, Nevada and California. Our Sunbelt state locations benefit from favorable climate conditions that facilitate year-round construction activity and reduce seasonality in our business. According to the American Rental Association, equipment rental revenue in the states where we have branch locations is expected to grow approximately 10% annually from 2014 to 2018, compared to an average growth rate of approximately 9% for all other states. By clustering our operations and concentrating our branches in these strategic regional markets, we have established a strong local presence and developed significant brand recognition in those markets.

        High-Quality Fleet Focused on Earthmoving Equipment.    We offer our customers a broad array of rental equipment with a focus on the earthmoving category. We believe that we are well positioned to benefit from additional penetration in the earthmoving equipment category, which had a penetration rate of approximately 51% in 2013, compared to approximately 95% for the aerial and 85% for the material handling categories, respectively. As of June 30, 2014, we had over 5,100 units of earthmoving equipment, accounting for 54% of the OEC of our rental fleet. By comparison, as presented below, the earthmoving equipment category represented only 13-22% of the OEC of selected public industry peers.

Percentage of Earthmoving Equipment OEC Among Selected
Public Industry Peers

Source: Company data and most recent public filings for selected public industry peers.

        Disciplined Sales Culture Drives Strong Customer Relationships.    We have a diverse base of repeat customers who we believe value our knowledge and expertise. Our customer base includes large and mid-sized construction firms, municipalities, utilities and industrial users. Typically, we serve over 14,000 customers annually. In 2013, no single customer accounted for more than 1% of our total rental revenues and our ten largest customers accounted for approximately 6% of our total rental revenues. Our culture is built around the disciplined use of our customer relationship management system, or "CRM system," at every level of our organization, which we believe provides our employees with the tools and information to efficiently provide customized solutions to our existing and potential customers. In addition, our CRM system automatically notifies our sales force of new construction projects within their territories and provides them with the names and contact information of key contractors. We believe that the consistent and disciplined use of our CRM system is a competitive advantage that has resulted in greater sales coordination, increased corporate control over customer account information, high-quality customer service and higher time utilization.

        Strong Operating Trends.    We have experienced substantial earnings momentum since 2011, driven by the rebound in our end-markets and supported by significant investment in our fleet, which has resulted in an increase in OEC from $471.1 million at December 31, 2011 to $708.3 million at June 30, 2014. In addition, our time utilization has increased from 65% for the year ended December 31, 2011 to 71% for the 12 months ended June 30, 2014, and our rental rates (as defined below) have increased at a CAGR of 8% for that period. We believe that the combination of favorable industry dynamics, significant investments in our fleet and our focus on operating leverage (which has seen our Adjusted EBITDA margin increase from 35% for the year ended December 31, 2011 to 48% for the 12 months ended June 30, 2014) have driven our Adjusted EBITDA from $86.7 million to $167.4 million over this period.

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        Experienced Management Team.    Our senior management team has significant operating experience in the equipment rental industry and has worked together at our Company for over a decade. Graham Hood, our Chief Executive Officer, has 36 years of rental industry experience and Mark Irion, our Chief Financial Officer, has 16 years of rental industry experience. Our regional Vice Presidents, with an average of 17 years with our Company and 29 years of industry experience, provide us with a stable base of operating management with long-term, local relationships and deep equipment rental industry expertise. This industry expertise, combined with our disciplined sales culture and CRM system, enables our regional management team to respond quickly to changing market conditions.

Our Business Strategy

        Focus on Premium Customer Service to Create Strong Customer Relationships.    We are committed to providing our customers with premium service. We believe that our customers value our strong regional presence, well-established local relationships and full-service branches, which offer 24/7 customer support. Furthermore, our regional presence is supplemented by a national account focus that allows us to differentiate our brand and product offering to our larger customer accounts. We believe that our ability to provide expert advice with respect to earthmoving equipment is an advantage over our competitors. As of June 30, 2014, we have received over 98% favorable customer reviews based on our policy of polling a sampling of all customer transactions. We intend to continue to leverage our national account program, our customer service capabilities and our advanced CRM system to retain our existing customers and further penetrate our target customer base.

        Emphasis on Active Asset Management.    We have invested significantly in both customized technologies and the development of our personnel to ensure that we manage our fleet efficiently to increase our returns on invested capital. Our technologies form the basis of our sales force's customer targeting efforts and allow us to improve rental rates and identify equipment demand changes in real time. Our equipment clustering strategy allows us to share and re-deploy equipment among our branches as demand for equipment shifts throughout our branch network. Over time, we have demonstrated our ability to both increase and decrease the age of our fleet in response to changing market conditions. We actively monitor the market environment to determine where investment in fleet assets should be made or when fleet asset divestitures should occur. Our emphasis on active asset management, combined with our rigorous repair and maintenance program, allows us to increase time utilization, extend the useful life of our fleet and results in higher resale value of our equipment.

        Focus on Growing Markets.    We believe that our focus on the non-residential construction, oil and gas and residential construction end-markets positions us to benefit from favorable industry and macroeconomic trends. We believe that all of these end-markets are currently experiencing significant growth and will continue to benefit from investment spending driven by the economic recovery in the United States. FMI Construction Outlook predicts that U.S. infrastructure spending will grow approximately 5% annually through 2018, U.S. non-residential construction spending will grow at 5% annually through 2018, and U.S. residential construction will grow 9% annually through 2018. IHS estimates that oil and gas investment in the United States will grow 9% annually through 2018. We believe that our focus on these end-markets will position us to achieve significant growth in revenues.

        Capitalize on Operating Leverage.    We have a highly scalable business model constructed around our network of 64 full-service branch locations. We believe that our current network can support significant additions to our rental fleet without substantial additional investment in infrastructure, personnel or information technology. We intend to capitalize on anticipated growth opportunities primarily by increasing our fleet size within our existing branch network, using our active asset management capabilities to increase time utilization and improve pricing levels and serving customers who value our equipment mix and service capabilities. We have a proven track record of successfully opening new branches in our key markets, as evidenced by the successful development of six new branch locations since January 1, 2011. We regularly evaluate new branch opportunities based on stringent return criteria to identify promising new branch locations, and will continue to monitor opportunities to expand our strategic branch network.

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        Ability to Generate Free Cash Flow.    Our significant rental fleet investment and focus on active asset management provide us the operational flexibility to generate cash flow through different business cycles. We believe that our borrowing availability as of June 30, 2014, after giving effect to this offering and the use of proceeds therefrom, will provide the resources to continue to invest in our rental fleet. Our fleet investments are largely discretionary and we have the ability to temporarily defer capital expenditures or sell used rental equipment to manage cash flows. There is a developed secondary market for used rental equipment, and industry resale values of equipment have averaged approximately 47% of OEC over the past three years. We believe that our focus on cash flow and operating flexibility will allow us to continue to generate strong returns throughout various business cycles.

The Organizational Transactions

        Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P., private investment funds managed by Wayzata Investment Partners LLC (collectively, "Wayzata"), formed Neff Corporation as a Delaware corporation on August 18, 2014 to serve as the issuer of the Class A common stock offered hereby. On or prior to the closing of this offering we will consummate the following organizational transactions:

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we will amend the Neff Holdings LLC Agreement (as defined below) to, among other things, (i) provide for common units, (ii) convert Wayzata's existing membership interest in Neff Holdings and membership interests underlying certain existing options granted by Neff Holdings into common units and (iii) appoint Neff Corporation as the sole managing member of Neff Holdings upon its acquisition of such common units;

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we will amend and restate Neff Corporation's certificate of incorporation to, among other things, (i) provide for Class A common stock and Class B common stock and (ii) convert Wayzata's equity interests in Neff Corporation into shares of Class B common stock;

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we will issue                shares of our Class A common stock to the purchasers in this offering (or                 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $         million (or approximately $             million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), after deducting underwriting discounts and commissions but before offering expenses;

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we will use all of the net proceeds from this offering (other than net proceeds received upon exercise of the underwriters' option to purchase additional shares of Class A common stock) to acquire newly-issued common units of Neff Holdings directly from Neff Holdings, at a price equal to the price per share in this offering, less underwriting discounts and commissions, collectively representing        % of Neff Holdings' outstanding membership units;

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we will use all of the net proceeds from this offering received upon exercise of the underwriters' option to purchase additional shares of Class A common stock to purchase directly from Wayzata a number of common units of Neff Holdings at a price equal to the price per share in this offering, less underwriting discounts and commissions and, to the extent the underwriters exercise in full their option to purchase additional shares of Class A common stock, we would acquire a total of        % of Neff Holding's common units then outstanding (and we would cancel a corresponding number of the shares of Class B common stock held by Wayzata);

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Neff Holdings will use the proceeds from the sale of common units to Neff Corporation to (i) repay or prepay certain indebtedness (including any prepayment penalties and accrued interest thereon) and (ii) pay the fees and expenses from this offering. See "Use of Proceeds";

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existing options to purchase membership interests in Neff Holdings will remain outstanding; and

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Neff Corporation will enter into a registration rights agreement (the "Registration Rights Agreement") with Wayzata and the individuals who hold existing options granted by Neff Holdings

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(collectively, our "existing owners") and a tax receivable agreement (the "Tax Receivable Agreement") with our existing owners. For a description of the terms of the Registration Rights Agreement and the Tax Receivable Agreement, see "Certain Relationships and Related Party Transactions."

        We collectively refer to the foregoing transactions as the "Organizational Transactions."

        Immediately following the completion of this offering and the Organizational Transactions:

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Neff Corporation will be a holding company and the sole material asset of Neff Corporation will be common units of Neff Holdings;

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Neff Corporation will be the sole managing member of Neff Holdings and will control the business and affairs of Neff Holdings and its subsidiaries;

•

Neff Corporation will own                common units of Neff Holdings representing approximately        % of Neff Holdings' total outstanding membership units (or approximately        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

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Wayzata will own                common units of Neff Holdings representing approximately        % of Neff Holdings' total outstanding membership units (or approximately        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Each common unit held by Wayzata or acquired by individuals upon exercise of existing options granted by Neff Holdings will be redeemable, at the election of such member, for, at Neff Corporation's option, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A common stock for each common unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Neff Holdings LLC Agreement; provided that, at Neff Corporation's election, Neff Corporation may effect a direct exchange of such Class A common stock or such cash for such common units. See "Certain Relationships and Related Party Transactions—Neff Holdings LLC Agreement";

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the purchasers in this offering (i) will own                shares of Neff Corporation's Class A common stock, representing approximately        % of the combined voting power of all of Neff Corporation's common stock (or approximately        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) through Neff Corporation's ownership of Neff Holdings' common units, indirectly will hold approximately         % of the economic interest in the business of Neff Holdings and its subsidiaries (or        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

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Wayzata, through (i) its ownership of Neff Corporation's Class B common stock, will have approximately         % of the combined voting power of all of Neff Corporation's common stock (or approximately        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) its ownership of Neff Holdings' common units, will hold approximately        % of the economic interest in the business of Neff Holdings and its subsidiaries (or approximately        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

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certain individuals who hold existing options granted by Neff Holdings will have the right to acquire                         common units of Neff Holdings which, if such existing options were exercised in full, would represent approximately        % of the economic interest in the business of Neff Holdings and its subsidiaries on a fully diluted basis.

        For more information regarding our structure, see "Our Organizational Structure."

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Ownership Structure

        The following diagram sets forth our ownership structure after giving effect to the Organizational Transactions and this offering:

Our Sponsor

        Neff Holdings is owned by Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P., which are investment funds managed by Wayzata Investment Partners LLC ("Wayzata Investment Partners"). Wayzata Investment Partners was formed in May 2004 and is based in Wayzata, Minnesota. The senior management team at Wayzata Investment Partners has significant experience in investing in alternative investments.

        After completion of this offering, Wayzata will continue to control a majority of the voting power of our outstanding common stock. For a discussion of certain risks, potential conflicts and other matters associated with Wayzata's control, see "Risk Factors—Risks Relating to Our Organizational Structure—Wayzata will continue to have substantial control over us after this offering including over decisions that require the approval of stockholders, and its interest in our business may conflict with yours."

Implications of Being an Emerging Growth Company

        As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" ("EGC") as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), under the rules and regulations of the SEC. An emerging growth company may take

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advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

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a requirement to have only two years of audited financial statements and only two years of related management's discussion and analysis of financial condition and results of operations disclosure;

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reduced disclosure obligations regarding executive compensation in periodic reports;

•

no requirement for non-binding advisory votes on executive compensation or golden parachute arrangements; and

•

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act").

        We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. In future years, we will cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt securities over a three-year period. We may choose to take advantage of some but not all of these reduced requirements.

        We have elected to take advantage of certain of the reduced disclosure obligations regarding financial statements and executive compensation in this prospectus and may elect to take advantage of other reduced requirements in future filings. As a result, the information we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

        The JOBS Act permits an EGC like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to take advantage of this provision and, as a result, we will not be required to comply with new or revised accounting standards until those standards would otherwise apply to private companies.

Corporate Information

        Neff Corporation is a Delaware corporation. Our principal executive offices are located at 3750 N.W. 87th Avenue, Suite 400, Miami, Florida 33178, and our telephone number is (305) 513-3350. Our website address is www.neffrental.com. The information contained on, or accessible through, our website is not incorporated into this prospectus and is not part of this prospectus.

        After giving effect to the Organizational Transactions, Neff Corporation will be a holding company whose only asset will be        % of the outstanding common units of Neff Holdings, a Delaware limited liability company (or        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Neff Holdings was formed by Wayzata to acquire our business in the bankruptcy proceedings of Neff Holdings Corp. pursuant to a plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. The acquisition was completed on October 1, 2010. We refer to Neff Holdings Corp. and certain of its affiliates as our "Prior Predecessor."

Risk Factors

        Participating in this offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading "Risk Factors" included elsewhere in this prospectus may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks include the following:

•

past economic downturns have had, and future economic downturns could have, a material adverse impact on our business;

10

•

our revenues and operating results will fluctuate, which could affect the volatility of the trading of our Class A common stock;

•

the equipment rental industry is highly cyclical. Decreases in construction or industrial activities could materially adversely affect our revenues and operating results by decreasing the demand for our equipment or the rental rates or prices we can charge;

•

our substantial indebtedness could materially adversely affect our business, financial condition, results of operations and cash flows;

•

Wayzata will continue to have substantial control over us after this offering including over decisions that require the approval of stockholders, and its interest in our business may conflict with yours;

•

we will depend on distributions from Neff Holdings to pay taxes and expenses, including payments under the Tax Receivable Agreement, but Neff Holdings' ability to make such distributions may be subject to various limitations and restrictions; and

•

immediately following the consummation of this offering, Wayzata will directly (through Class B common stock) and indirectly (through ownership of Neff Holdings common units) own interests in us, and Wayzata will have the right to redeem and cause us to redeem, as applicable, such interests pursuant to the terms of the Neff Holdings LLC Agreement.

        Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading "Risk Factors."

11

THE OFFERING

Issuer	Neff Corporation.
Shares of Class A common stock offered by us	shares.
Underwriters' option to purchase additional shares of our Class A common stock	shares.
Shares of Class A common stock to be outstanding immediately after this offering	shares, representing a      % voting interest (or          shares, representing a      % voting interest, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Shares of Class B common stock to be outstanding immediately after this offering	shares, representing a      % voting interest (or          shares, representing a      % voting interest in us if the underwriters exercise in full their option to purchase additional shares of Class A common stock), all of which will be beneficially owned by Wayzata.
Common units of Neff Holdings to be owned by us immediately after this offering	units representing a      % economic interest in our business (or          units representing a      % economic interest in our business if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Immediately after the offering, Wayzata will own the remaining common units.
Ratio of shares of common stock to common units	Our certificate of incorporation and the Neff Holdings LLC Agreement will require that we and Neff Holdings at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of common units owned by us, as well as a one-to-one ratio between the number of shares of Class B common stock owned by Wayzata and the number of common units owned by Wayzata. This construct is intended to result in Wayzata having a voting interest in Neff Corporation that is substantially the same as Wayzata's percentage economic interest in Neff Holdings. Wayzata will own 100% of our outstanding Class B common stock.
Voting rights	Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law. Each share of Class A common stock and Class B common stock will entitle its holder to one vote per share on all such matters. See "Description of Capital Stock."

12

Redemption rights of holders of common units	The members of Neff Holdings, other than Neff Corporation, from time to time may require Neff Holdings to redeem all or a portion of their common units in exchange for, at Neff Corporation's option, a newly-issued share of our Class A common stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of our Class A common stock for each common unit (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Neff Holdings LLC Agreement; provided that, at Neff Corporation's election, Neff Corporation may effect a direct exchange of such Class A common stock or such cash for such common units. See "Certain Relationships and Related Party Transactions—Neff Holdings LLC Agreement."
Registration Rights Agreement	Pursuant to the Registration Rights Agreement, we will agree to file registration statements for the sale of the shares of our Class A common stock that are issuable upon redemption or exchange of common units of Neff Holdings upon request and cause those registration statements to be declared effective by the SEC as soon as practicable thereafter. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."
Use of proceeds	We will receive net proceeds from this offering of approximately $        million (or $        million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), after deducting underwriting discounts and commissions but before offering expenses. We will use all of such net proceeds (other than net proceeds received upon exercise of the underwriters' option to purchase additional shares of Class A common stock) to purchase common units directly from Neff Holdings and we will use all net proceeds, if any, received upon exercise of the underwriters' option to purchase additional shares of Class A common stock to purchase common units directly from Wayzata. Neff Holdings will use the proceeds from the sale of common units to Neff Corporation to repay or prepay certain indebtedness (including any prepayment penalties and accrued interest thereon) and to pay the fees and expenses from this offering. See "Use of Proceeds."

13

Dividend policy	We do not intend to pay cash dividends on our Class A common stock following this offering. Any declaration and payment of future dividends to holders of our Class A common stock may be limited by restrictive covenants in our debt agreements or the debt agreements of Neff Holdings and its subsidiaries, and will be at the sole discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our board of directors deems relevant. See "Dividend Policy."
Controlled company exemption	After completion of this offering, we will be considered a "controlled company" for the purposes of the NYSE listing requirements. As a "controlled company," we are not subject to the requirement that we perform annual performance evaluations of the nominating/corporate governance and compensation committee. As a result, we do not expect to perform annual performance evaluations of the nominating/corporate governance and compensation committee unless and until such time as we are required to do so.
Tax Receivable Agreement	We will enter into a Tax Receivable Agreement with Neff Holdings, Wayzata and the holders of existing options to acquire common units in Neff Holdings that will provide for the payment by Neff Corporation to such persons of 85% of the amount of tax benefits, if any, that Neff Corporation actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in tax basis resulting from any purchase of common units from Wayzata with proceeds from this offering, the use of the proceeds from this offering to repay certain indebtedness of Neff Holdings and any redemptions or exchanges of common units described above under "Redemption rights of holders of common units," (ii) certain allocations as a result of the application of the principles of Section 704(c) of the Internal Revenue Code to take into account the difference between the fair market value and the adjusted tax basis of certain assets of Neff Holdings on the date that we purchase Neff Holdings common units directly from Neff Holdings with a portion of the proceeds from this offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement" for a discussion of the Tax Receivable Agreement and certain allocations resulting from the application of the principles of Section 704(c) of the Internal Revenue Code.
Trading symbol	We intend to apply for listing of our Class A common stock on the NYSE under the symbol "NEFF".

14

        Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:

•

gives effect to the amendment and restatement of the Neff Holdings LLC Agreement that converts all existing membership units into common units, as well as the filing of our amended and restated certificate of incorporation;

•

gives effect to the other Organizational Transactions;

•

excludes                 shares of Class A common stock reserved for future issuance as of the closing of this offering under the Plan (as defined below under "Executive Compensation—Equity Compensation Plans");

•

excludes Neff Holdings membership units issuable upon exercise of existing options to acquire membership units in Neff Holdings at an average price of $            per unit,            of which are exercisable as of                        , 2014;

•

excludes shares of Class A common stock that may be issuable upon exercise of redemption rights of the members of Neff Holdings (or at the election of Neff Corporation, a direct exchange);

•

assumes an initial public offering price of $          per share of Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus; and

•

assumes no exercise by the underwriters of their option to purchase          additional shares of Class A common stock from us in this offering. See "Principal Stockholders."

15

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

        The following tables present, as of the dates and for the periods indicated, (i) the summary historical consolidated financial and other data for Neff Holdings and its subsidiaries and (ii) the summary unaudited pro forma financial data for Neff Corporation and its subsidiaries, including Neff Holdings. Neff Holdings is the predecessor of the issuer, Neff Corporation, for financial reporting purposes. The historical financial statements of Neff Corporation have not been presented in this "Summary Historical and Pro Forma Consolidated Financial Data" section because it is a newly-incorporated entity, had no assets or liabilities during the periods presented and has had no business transactions or activities to date.

        Neff Holdings is a holding company that conducts no operations and its only material asset as of the consummation of this offering is its membership interests in Neff LLC. Neff LLC is a holding company that conducts no operations and its only material asset is its membership interests in Neff Rental LLC, the principal operating company for our business.

        We have derived the summary historical financial data as of and for the years ended December 31, 2012 and 2013 from the audited consolidated financial statements of Neff Holdings included elsewhere in this prospectus. We have derived the summary historical financial data as of and for the year ended December 31, 2011 from the audited consolidated financial statements of Neff Holdings not included in this prospectus. We have derived the summary historical financial data as of June 30, 2014 and for the six months ended June 30, 2013 and 2014 from the unaudited consolidated financial statements of Neff Holdings included elsewhere in this prospectus. We have derived the summary historical financial data as of June 30, 2013 from the unaudited consolidated financial statements of Neff Holdings not included in this prospectus. In the opinion of management, such unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for those periods. We have derived the summary historical financial data for the 12 months ended June 30, 2014 by adding the summary historical financial data for the six months ended June 30, 2014 to the summary historical financial data for the year ended December 31, 2013, and then subtracting the summary historical financial data for the six months ended June 30, 2013. This 12-month period has not been audited or reviewed.

        We have derived the summary unaudited pro forma financial data of Neff Corporation presented below from the application of pro forma adjustments to the historical consolidated financial statements of Neff Holdings included elsewhere in this prospectus. See "Unaudited Pro Forma Condensed Consolidated Financial Information." The summary unaudited pro forma financial data for the year ended December 31, 2013 and as of and for the six months ended June 30, 2014 give effect to the Organizational Transactions as described in "Our Organizational Structure" and the consummation of this offering, including the use of the estimated net proceeds of this offering as described in "Use of Proceeds," in each case as if all such transactions had occurred on January 1, 2013, in the case of the unaudited pro forma consolidated statement of operations data, and on June 30, 2014, in the case of the unaudited pro forma consolidated balance sheet data.

        The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. The following summary historical and pro forma consolidated financial data should be read in conjunction with, and is qualified by reference to, "Use of Proceeds," "Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial

16

Condition and Results of Operations" and the financial statements and the notes thereto included elsewhere in this prospectus.

	Historical Neff Holdings
										Six Months Ended June 30,
	Year Ended December 31,
																12 Months Ended June 30, 2014
	2011			2012			2013			2013			2014
	(in thousands of dollars)
Statement of Operations Data:
Revenues:
Rental revenues	$	197,430		$	234,609		$	281,038		$	130,744		$	152,626		$	302,920
Equipment sales		36,934			44,828			33,487			13,429			10,794			30,852
Parts and service		10,478			11,540			12,682			6,194			6,675			13,163
Total revenues		244,842			290,977			327,207			150,367			170,095			346,935
Cost of revenues:
Cost of equipment sold		27,497			25,528			19,204			7,888			6,119			17,435
Depreciation of rental equipment		84,438			66,017			70,768			34,667			36,489			72,590
Cost of rental revenues		64,824			69,337			74,482			34,819			37,624			77,287
Cost of parts and service		6,452			6,982			7,677			3,716			4,094			8,055
Total cost of revenues		183,211			167,864			172,131			81,090			84,326			175,367
Gross profit		61,631			123,113			155,076			69,277			85,769			171,568
Other operating expenses:
Selling, general and administrative expenses		65,901			71,621			78,617			38,386			40,372			80,603
Other depreciation and amortization		11,937			9,041			8,968			4,622			4,708			9,054
Transaction bonus(1)		—			—			—			—			24,506			24,506
Total other operating expenses		77,838			80,662			87,585			43,008			69,586			114,163
(Loss) income from operations		(16,207	)		42,451			67,491			26,269			16,183			57,405
Other expenses:
Interest expense(2)		16,524			23,221			24,598			12,103			15,119			27,614
Loss on debt extinguishment(3)		—			—			—			—			15,896			15,896
Other non-operating expenses, net(4)		3,267			1,563			1,929			804			2,339			3,464
Provision for income taxes		(785	)		(159	)		(471	)		(332	)		(238	)		(377	)
Net (loss) income	$	(36,783	)	$	17,508		$	40,493		$	13,030		$	(17,409	)	$	10,054
Balance Sheet Data (as of period end):
Cash and cash equivalents	$	162		$	586		$	190		$	159		$	589
Rental equipment:
Rental equipment at cost		318,855			440,810			516,182			507,691			623,656
Accumulated depreciation		(90,250	)		(124,930	)		(168,926	)		(150,003	)		(197,233	)
Rental equipment, net		228,605			315,880			347,256			357,688			426,423
Total assets		377,052			479,059			526,702			525,632			612,078
Total indebtedness(5)		278,700			342,621			479,200			384,600			896,315
Members' surplus (deficit)		52,379			71,365			3,082			85,007			(343,684	)
Cash Flow Data:
Cash flow from operating activities		44,238			68,331			108,410			50,225			35,576			93,761
Cash flow from investing activities		(90,663	)		(131,022	)		(125,332	)		(92,631	)		(106,164	)		(138,865	)
Cash flow from financing activities		45,684			63,115			16,526			41,979			70,987			45,534
Other Financial Data:
Adjusted EBITDA(6)		86,663			119,919			150,794			66,589			83,159			167,364
Capital expenditures:
Non-rental		9,592			11,556			11,852			10,626			11,020			12,246
Rental		108,606			159,192			144,483			92,950			105,938			157,471
Proceeds from sales of used equipment		(36,934	)		(44,828	)		(33,487	)		(13,429	)		(10,794	)		(30,852	)
Net capital expenditures		81,264			125,920			122,848			90,147			106,164			138,865
Other Operating Data:
Average OEC(7)	$	470,638		$	527,266		$	606,624		$	587,434		$	658,764		$	642,289
Average fleet age in months (as of period end)		55			48			46			47			45			45
Weighted average rate growth(9)		8.3	%		6.5	%		6.4	%		6.6	%		7.2	%		6.8	%
Time utilization(10)		65.0	%		68.7	%		70.9	%		70.3	%		70.3	%		70.9	%

17

	Pro Forma Neff Corporation
	Year Ended December 31, 2013		Six Months Ended June 30, 2014
	(in thousands of dollars, except per share data)
Statement of Operations Data:
Revenues:
Rental revenues	$		$
Equipment sales
Parts and service
Total revenues
Cost of revenues:
Cost of equipment sold
Depreciation of rental equipment
Cost of rental revenues
Cost of parts and service
Total cost of revenues
Gross profit
Other operating expenses:
Selling, general and administrative expenses
Other depreciation and amortization
Transaction bonus(1)
Total other operating expenses
(Loss) income from operations
Other expenses:
Interest expense(2)
Loss on debt extinguishment(3)
Other non-operating expenses, net(4)
Total other expenses		—		—
Provision for income taxes
Net (loss) income	$		$
Non-controlling interests		—		—
Net income (loss) attributable to Neff Corporation		—		—
Net Income (Loss) Per Share Data(8):
Weighted average shares of Class A common stock outstanding:
Basic
Diluted
Net income (loss) available to Class A common stock per share:
Basic
Diluted
Balance Sheet Data (as of period end):
Cash and cash equivalents	$		$
Total assets
Total indebtedness(5)
Stockholders' equity (deficiency)
Other Financial Data:
Adjusted EBITDA(6)

(1)

Represents the transaction bonus paid to certain management and independent members of the board of directors in connection with the Refinancing (as defined below under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Highlights—Refinancing").

(2)

Interest expense excludes the amortization of debt issue costs (see footnote (4)).

(3)

Loss on debt extinguishment includes $8.7 million in unamortized debt issue costs as well as $7.2 million in call premiums.

(4)

Other non-operating expenses, net represents amortization of debt issue costs of $1.2 million, $1.5 million and $1.9 million, for the years ended December 31, 2011, 2012 and 2013, respectively, and $0.8 million and $2.3 million for the six months ended June 30, 2013 and 2014, respectively. Other non-operating expenses, net also includes $1.6 million for reorganizational expenses and $0.5 million for loss on an interest rate swap for the year ended December 31, 2011. Other non-operating expenses, net also includes $0.1 million for loss on an interest rate swap for the year ended December 31, 2012.

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(5)

As of June 30, 2014, our outstanding indebtedness consisted of borrowings under the Revolving Credit Facility and the Second Lien Loan. Pro forma Neff Corporation indebtedness reflects the reduction of indebtedness outstanding under the Revolving Credit Facility and the Second Lien Loan with a portion of with the anticipated net proceeds from this offering, as described under "Use of Proceeds."

(6)

EBITDA is defined as net income (loss) plus interest expense, provision for income taxes, depreciation of rental equipment, other depreciation and amortization and amortization of debt issue costs. Adjusted EBITDA is defined as EBITDA further adjusted to give effect to non-cash and other items that we do not consider to be indicative of our ongoing operations. Adjusted EBITDA is not a measure of performance in accordance with generally accepted accounting principles in the United States, or GAAP, and should not be considered as an alternative to net income (loss) or operating cash flows determined in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of cash flow for management's discretionary use, as it excludes certain cash requirements such as interest payments, tax payments and debt service requirements. We believe that the inclusion of EBITDA and Adjusted EBITDA in this prospectus is appropriate to provide additional information to investors because securities analysts, noteholders and other investors use these non-GAAP financial measures as important measures of assessing our operating performance across periods on a consistent basis and to evaluate the relative risk of an investment in our securities. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements;
 

•

it does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
 

•

it does not reflect changes in, or cash requirements for, our working capital needs;
 

•

it does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our significant amount of indebtedness; and
 

•

it does not reflect the impact of earnings or charges resulting from matters we do not consider to be indicative of our ongoing operations but may nonetheless have a material impact on our results of operations.

In addition, because not all companies use identical calculations, these presentations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry.

The following table reconciles Adjusted EBITDA to our net (loss) income for the periods indicated:

	Historical Neff Holdings
															Pro Forma Neff Corporation
								Six Months Ended June 30,
	Year Ended December 31,												12 Months Ended June 30, 2014
															Year Ended December 31, 2013	Six Months Ended June 30, 2014
	2011			2012		2013		2013		2014
	(in thousands of dollars)
Net (loss) income	$	(36,783	)	$	17,508	$	40,493	$	13,030	$	(17,409	)	$	10,054	$	$
Interest expense		16,524			23,221		24,598		12,103		15,119			27,614
Provision for income taxes		785			159		471		332		238			377
Depreciation of rental equipment		84,438			66,017		70,768		34,667		36,489			72,590
Other depreciation and amortization		11,937			9,041		8,968		4,622		4,708			9,054
Amortization of debt issue costs					1,461		1,929		804		2,339			3,464
EBITDA		78,065			117,407		147,227		65,558		41,484			123,153
Loss on debt extinguishment(a)		—			—		—		—		15,896			15,896
Transaction bonus(b)		—			—		—		—		24,506			24,506
Rental split expense(c)		1,750			932		2,343		419		745			2,669
Equity compensation expense(d)		1,891			1,478		1,224		612		528			1,140
Other(e)		4,957			102		—		—		—			—
Adjusted EBITDA	$	86,663		$	119,919	$	150,794	$	66,589	$	83,159		$	167,364	$	$

(a)

Represents expenses and realized losses that were incurred in connection with the redemption of our Senior Secured Notes (as defined below under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Highlights—Refinancing").

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(b)

Represents the transaction bonus paid to certain management and independent members of the board of directors in connection with the Refinancing. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Highlights—Refinancing."

(c)

Represents cash payments made to suppliers of equipment in connection with rental splits, which payments are credited against the purchase price of the applicable equipment if Neff Holdings elects to purchase that equipment. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations" for a discussion of rental splits.

(d)

Represents non-cash equity-based compensation expense recorded in the periods presented in accordance with GAAP.

(e)

Represents (i) $1.6 million paid in the year ended December 31, 2011, which was related to the plan of reorganization of our Prior Predecessor, (ii) the adjustment of certain interest rate swaps to fair value of $0.5 million and $0.1 million for the years ended December 31, 2011 and 2012, respectively, and (iii) for the year ended December 31, 2011 only, the $2.9 million impact on the cost of equipment sales of the fair value adjustments made to the book value of our equipment in connection with purchase accounting entries booked in connection with the Acquisition (as defined below under "Management's Discussion and Analysis of Financial Condition and Results of Operations"), eliminating the impact of the increased equipment book values and reflecting the gain on sale of equipment as if they were booked according to our Prior Predecessor's depreciation schedules. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(7)

Original equipment cost, or "OEC," is a widely used industry metric that is used by management and investors to compare fleet size independent of depreciation and amortization. We define OEC as the first cost of acquiring the equipment, or in the case of used equipment purchases and rental splits, an estimate of the first cost that would have been paid to acquire the equipment if it had been purchased new in its year of manufacture.

(8)

Pro forma net income (loss) per share is calculated by dividing the pro forma net income (loss) by the weighted average shares outstanding. Because of the losses shown in the six months ended June 30, 2014, the incremental shares resulting from the assumed exercise of options would have been antidilutive and are therefore excluded.

(9)

Weighted average rate growth is calculated as the change in weighted average rental rate over the applicable period.

(10)

Time utilization is defined as the daily average OEC of equipment on rent, divided by the OEC of all equipment in the rental fleet during the relevant period.

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RISK FACTORS

In addition to the other information included in this prospectus, you should carefully consider the risks described below before deciding to invest in our Class A common stock. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or cash flows. In such case, you may lose all or part of your original investment in our Class A common stock.

Risks Relating to Our Business

         Past economic downturns have had, and future economic downturns could have, a material adverse impact on our business.

        Economic downturns in the areas we do business adversely affect us as our end-markets are in the highly cyclical construction area. A slowdown in the economic recovery or worsening of economic conditions, in particular with respect to U.S. construction and industrial activities, could have a material adverse effect on our overall business, results of operations and financial condition in a number of ways, including the following:

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decrease in expected levels of infrastructure spending, including lower than expected government funding for economic stimulus projects;

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a decrease in expected levels of capital projects;

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a lack of availability of credit or an increase in interest rates due to further deterioration or volatility of the banking system or financial markets;

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delay or inability to pay for equipment rentals or fulfill other terms of rental agreements by customers;

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a delay or decrease in equipment rentals by existing or potential customers; or

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an increase in our equipment inventory costs.

        During the financial crisis of 2007-2009, there was an abrupt decline in non-residential construction activity that materially adversely affected customer demand and equipment rental volumes. This material adverse effect resulted in rental rate reductions and led to a corresponding decline in revenue of Neff Holdings Corp., our Prior Predecessor, thereby resulting in an adverse impact on its cash flows and liquidity. As a result, our Prior Predecessor initiated proceedings under Chapter 11 of the U.S. Bankruptcy Code in May 2010. Pursuant to the plan of reorganization approved by the bankruptcy court, substantially all of the Prior Predecessor's assets were acquired by Neff Holdings and its subsidiaries (entities formed by Wayzata to acquire our Prior Predecessor's assets in the bankruptcy proceedings) in October 2010.

         Our revenues and operating results will fluctuate, which could affect the volatility of the trading of our Class A common stock.

        Our revenues and operating results fluctuate from quarter to quarter due to various factors, including:

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changes in rental rates or changes in demand for our equipment due to economic conditions, competition, weather or other factors;

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seasonal rental and purchasing patterns of our customers, with rental and purchasing activity tending to be lower in the winter due to weather and the holiday season;

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the cyclical nature of the businesses of our construction customers;

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the timing of capital expenditures for rental fleet expansion;

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changes in the cost and availability of equipment we purchase, including changes in manufacturer incentive programs;

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changes in corporate spending for plants and facilities or changes in government spending for infrastructure projects;

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severe weather and seismic conditions temporarily affecting the regions we serve (such as hurricanes and flooding) or the suppliers that supply us with equipment;

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increased costs, including fuel costs and other raw material costs (such as the price of steel);

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other cost fluctuations, such as costs for employee-related compensation and healthcare benefits;

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potential enactment of new legislation affecting our operations, rental equipment or labor relations;

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the timing and cost of opening new rental or customer repair center locations or acquiring new locations; and

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our effectiveness in integrating new or acquired rental or customer repair center locations and branch locations, in integrating acquisitions with existing operations, or in achieving the anticipated benefits of such integrations, expansions and acquisitions.

        Any of these factors could increase the volatility, or materially adversely affect, the trading price of our Class A common stock.

         The equipment rental industry is highly cyclical. Decreases in construction or industrial activities could materially adversely affect our revenues and operating results by decreasing the demand for our equipment or the rental rates or prices we can charge.

        The equipment rental industry is highly cyclical and its revenues are closely tied to general economic conditions and to conditions in the non-residential construction industry in particular. Our products and services are used primarily in non-residential construction and oil and gas end-markets and, to a lesser extent, in industrial activity and residential construction end-markets. These are cyclical businesses that are sensitive to changes in general economic conditions. Weakness in our end-markets, such as a decline in non-residential construction or industrial activity, may in the future lead to a decrease in the demand for our equipment or the rental rates or prices we can charge. For example, in 2009 and 2010, there were significant decreases in non-residential construction activity compared to prior periods, which materially adversely affected our results for those periods. Factors that may cause weakness in our end-markets include:

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weakness in the economy or the onset of a new recession;

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slowdowns in residential construction in the geographic regions in which we operate;

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reductions in spending levels by customers;

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unfavorable credit markets affecting end-user access to capital;

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adverse changes in the federal and local government infrastructure spending;

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an increase in the cost of construction materials;

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adverse weather conditions which may affect a particular region;

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oversupply of available commercial real estate in the markets we serve;

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increases in interest rates; and

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terrorism or hostilities involving the United States.

        Future declines in non-residential construction and industrial activity could materially adversely affect our operating results by decreasing our revenues and gross profit margins. Because of our focus on the earthmoving equipment category, which represented approximately 54% of our OEC as of June 30, 2014, any such declines may affect us more than our competitors.

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        In addition, the cyclicality of our industry makes it more difficult for us to forecast trends. Uncertainty regarding future product demand could cause us to maintain excess equipment inventory and increase our equipment inventory costs. Alternatively, during periods of increased demand, we may not have enough rental equipment to satisfy demand, which could result in a loss of market share.

         The equipment rental industry is highly competitive, and competitive pressures could lead to a decrease in our market share or in rental rates and our ability to sell equipment at favorable prices.

        The equipment rental industry is highly fragmented and very competitive. Our competitors include:

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a few large national companies, including public companies and divisions of public companies;

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several regional competitors that operate in multiple states;

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thousands of small, independent businesses with only one or a few rental locations; and

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hundreds of equipment manufacturers and dealers that both sell and rent equipment directly to customers.

        Some of our competitors are significantly larger than we are and have greater financial and marketing resources than we have. In addition, some of our competitors have a more diversified offering than us. Some of our competitors also have greater technical resources, longer operating histories, lower cost structures and better relationships with equipment manufacturers than we have. In addition, certain of our competitors are more geographically diverse than we are and have greater name recognition among customers than we do. As a result, our competitors that have the advantages identified above may be able to provide their products and services at lower costs. We may in the future encounter increased competition in the equipment rental market, equipment sales market or in the equipment repair and services market from existing competitors or from new market entrants.

        We believe that rental rates, fleet size and quality are the primary competitive factors in the equipment rental industry. From time to time, we or our competitors may attempt to compete aggressively by lowering rental rates or prices. Competitive pressures could materially adversely affect our revenues and operating results by decreasing our market share or depressing the rental rates. To the extent we lower rental rates or increase our fleet in order to retain or increase market share, our operating margins would be adversely impacted. In addition, we may not be able to match a larger competitor's price reductions or fleet investment because of its greater financial resources, all of which could adversely impact our operating results through a combination of a decrease in our market share and revenues.

        Additionally, existing or future competitors may compete with us for start-up locations or acquisition candidates, which may increase acquisition prices and reduce the number of suitable acquisition candidates or expansion locations. These risks may intensify as consolidation continues in our industry.

         We are exposed to various risks relating to legal proceedings or claims that could materially adversely affect our operating results. The nature of our business exposes us to various liability claims which may exceed the level of our insurance coverage and thereby not fully protect us, or not be covered by our insurance at all, and this could have a material adverse effect on our operating performance.

        We are a party to lawsuits in the normal course of our business. Litigation in general can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Responding to lawsuits brought against us, or legal actions that we may initiate, can often be expensive and time-consuming. Unfavorable outcomes from these claims and/or lawsuits could materially adversely affect our business, results of operations and financial condition, and we could incur substantial monetary liability and/or be required to change our business practices.

        Our business exposes us to claims for personal injury, death or property damage resulting from the use of the equipment we rent, sell, service or repair and from injuries caused in motor vehicle accidents in

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which our personnel are involved and other employee-related matters. Additionally, we could be subject to potential litigation associated with compliance with various laws and governmental regulations at the federal, state or local levels, such as those relating to the protection of persons with disabilities, employment, health, safety, security and other regulations under which we operate.

        We carry comprehensive insurance, subject to deductibles, at levels we believe are sufficient to cover existing and future claims made during the respective policy periods. However, we may be exposed to multiple claims, including workers compensation claims, that do not exceed our deductibles, and, as a result, we could incur significant out-of-pocket costs that could materially adversely affect our business, financial condition and results of operations. In addition, the cost of such insurance policies may increase significantly upon renewal of those policies as a result of general rate increases for the type of insurance we carry as well as our historical experience and experience in our industry. Our existing or future claims may exceed the coverage level of our insurance, and such insurance may not continue to be available on economically reasonable terms, or at all. If we are required to pay significantly higher premiums for insurance, are not able to maintain insurance coverage at affordable rates or if we must pay amounts in excess of claims covered by our insurance, we could experience higher costs that could materially adversely affect our business, financial condition and results of operations. In addition, we may be subject to various legal proceedings and claims, such as claims for punitive damages or damages arising from intentional misconduct, either asserted or unasserted, that may not be covered by our insurance. Any such claims, whether with or without merit, could be time-consuming and expensive to defend and could divert management's attention and resources.

         Our substantial indebtedness could materially adversely affect our business, financial condition, results of operations and cash flows.

        We have a significant amount of indebtedness. As of June 30, 2014, on a pro forma basis after giving effect to this offering and the application of net proceeds therefrom, we would have had total indebtedness of approximately $             million (of which $             million would have consisted of borrowings under the Second Lien Loan and $             million would have consisted of borrowings under our Revolving Credit Facility). As of June 30, 2014, on a pro forma basis after giving effect to this offering and the application of net proceeds therefrom, based on our borrowing base as of such date, we would have had availability under our Revolving Credit Facility, net of approximately $4.7 million in outstanding letters of credit, of $             million. In addition, subject to certain conditions, our Second Lien Loan can be increased by an additional $75.0 million under an uncommitted incremental facility. See "Description of Certain Indebtedness." Under the terms of the agreements governing our indebtedness, we may be able to incur substantial indebtedness in the future.

        Our substantial indebtedness could have important consequences to you. For example, it could:

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make it more difficult for us to satisfy our obligations with respect to our indebtedness;

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increase our vulnerability to general adverse economic and industry conditions;

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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, strategic growth efforts and other general corporate purposes;

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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

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limit our ability to attract acquisition candidates or to complete future acquisitions;

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place us at a competitive disadvantage compared to our competitors who have less indebtedness; and

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limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes.

        In addition, the agreements governing our indebtedness contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness. In the past, we have had to seek waivers and amendments to certain covenants from our lenders which we obtained. There can be no assurance that we will not be required to seek waivers and amendments in the future or that, if sought, our lenders would grant such waivers or amendments.

         To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

        As a result of our significant indebtedness, we have substantial debt service requirements. Our ability to satisfy our debt service requirements and to meet our other capital and liquidity needs will depend on our ability to generate sufficient cash flow. Our ability to generate sufficient cash flow to satisfy our debt service requirements is subject to numerous factors, many of which are beyond our control, such as general economic conditions and changes in our industry. Also, we are dependent on the ability of our subsidiaries to distribute their operating cash flow to the borrower under our indebtedness to satisfy our debt service requirements. If our subsidiaries are restricted from distributing cash, whether by reason of contractual limitations, legal restrictions or otherwise, we may not be able to cause such cash to be distributed.

        We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Revolving Credit Facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. Any refinancing of our indebtedness could be at high interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. We cannot assure you that we will be able to refinance any of our indebtedness, including our Revolving Credit Facility and the Second Lien Loan, on commercially reasonable terms or at all.

        Without a refinancing, we could be forced to sell assets to make up for any shortfall in our payment obligations under unfavorable circumstances. The Revolving Credit Facility and the documentation governing the Second Lien Loan limit our ability to sell assets and also restrict the use of proceeds from such a sale. Moreover, the Revolving Credit Facility is secured on a first-priority basis by substantially all of our assets and the Second Lien Loan and the guarantees are secured on a second-priority basis by substantially the same assets. We may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations.

         Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

        Borrowings under our Revolving Credit Facility and the Second Lien Loan are at variable rates of interest and expose us to interest rate risk. We have generally not entered into hedging arrangements in the ordinary course of our business. As such, our results of operations are sensitive to movements in interest rates. There are many economic factors outside our control that have in the past and may, in the future, impact rates of interest including publicly announced indices that underlie the interest obligations related to a certain portion of our debt. Factors that impact interest rates include governmental monetary policies, inflation, recession, changes in unemployment, the money supply, international disorder and instability in domestic and foreign financial markets. If interest rates increase, our debt service obligations

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on the variable rate indebtedness would increase even though the amount borrowed remained the same. See "Description of Certain Indebtedness."

         The terms of our Revolving Credit Facility and the Second Lien Loan may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

        Our Revolving Credit Facility and the documentation governing the Second Lien Loan contain, and the terms of any future indebtedness of ours would likely contain, a number of restrictive covenants that will impose significant operating and other restrictions on us. These restrictions will affect, and in many respects will limit or prohibit, among other things, our ability to:

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incur additional indebtedness;

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pay dividends and make distributions;

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issue stock of subsidiaries;

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make certain investments, acquisitions or capital expenditures;

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repurchase stock;

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create liens;

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enter into affiliate transactions;

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enter into sale-leaseback transactions;

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merge or consolidate; and

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transfer and sell assets.

        In addition, our Revolving Credit Facility includes other more restrictive covenants and limits us from prepaying our other indebtedness, including the Second Lien Loan, while borrowings under the Revolving Credit Facility are outstanding.

        The operating and financial restrictions and covenants in our existing debt agreements and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. In addition, a failure to comply with the covenants contained in the credit agreements governing our Revolving Credit Facility or the Second Lien Loan could result in an event of default under the applicable facility which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. If we default under our Revolving Credit Facility or the Second Lien Loan, the lenders thereunder:

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will not be required to lend any additional amounts to us;

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could elect to declare all of our outstanding borrowings, together with accrued and unpaid interest and fees, to be immediately due and payable; and

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could effectively require us to apply all of our available cash to repay these borrowings even if they do not accelerate the borrowings.

Any of these actions under one of our credit facilities could result in an event of default under the other facility or a future debt facility.

        If the indebtedness under our Revolving Credit Facility or the Second Lien Loan were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full and we could be forced into bankruptcy or liquidation. See "Description of Certain Indebtedness."

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         If we are unable to obtain additional capital as required, we may be unable to fund the capital outlays required for the success of our business, including those relating to purchasing equipment, opening new rental locations, making acquisitions and refinancing existing indebtedness.

        Our business has significant capital requirements. Our ability to remain competitive, sustain our growth and expand our operations through start-up locations and acquisitions largely depends on our access to capital. If the cash that we generate from our business, together with cash on hand and borrowings under our Revolving Credit Facility, to the extent available, is not sufficient to meet our capital needs and implement our growth strategy, we will require additional financing. However, we may not succeed in obtaining additional financing on terms that are satisfactory to us or at all. In addition, our ability to obtain additional financing will be restricted by the terms of our Revolving Credit Facility and by the terms of the Second Lien Loan. If we are unable to obtain sufficient additional capital in the future, we may be unable to fund the capital outlays required for the success and growth of our business, including those relating to purchasing equipment, opening new rental locations and completing acquisitions. Any additional indebtedness that we do incur will make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures.

         We depend on key personnel whom we may not be able to retain.

        Our operations are managed by a small number of key executive officers, and our future performance depends on the continued contributions of those management personnel. A loss of one or more of these key people could harm our business and prevent us from implementing our business strategy. We do not maintain "key man" life insurance on the lives of any members of our senior management. We have existing employment agreements with certain key executives. However, each of the employment agreements is of limited duration. We cannot assure you that these executives will remain employed with us for the full term of their agreements or that the term of their agreements will be extended beyond the current term.

        The success of our operations also depends in part on our ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. Competition for these types of personnel is high. We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully and, in such an event, our business could be materially adversely affected.

         We may recognize significantly higher maintenance costs in connection with increases in the weighted average age of our rental fleet.

        As our fleet of rental equipment ages, the cost of maintaining such equipment, if not replaced, will likely increase. We manage the average age of different types of equipment according to the expected wear and tear that a specific type of equipment is expected to experience over its useful life. As of June 30, 2014, the average age of our rental equipment fleet was approximately 45 months. As of June 30, 2014, approximately 54% (based on OEC) of our rental fleet consisted of earthmoving equipment, which generally has higher maintenance costs than similar-sized aerial or material handling equipment. It is possible that we may allow the average age of our rental equipment fleet to increase, which would require an increase in the amounts we invest in maintenance, parts and repair. We cannot assure you that costs of maintenance, parts or repair will not materially increase in the future. Any material increase in such costs could have a material adverse effect on our business, financial condition and results of operations.

         We are subject to numerous environmental and health and safety laws and regulations that may result in our incurring liabilities, which could have a material adverse effect on our operating performance.

        Our facilities and operations are subject to comprehensive and frequently changing federal, state and local laws and regulations relating to environmental protection and health and safety. These laws and regulations govern, among other things, the discharge of substances into the air, water and land, the handling, storage, transport, use and disposal of hazardous materials and wastes and the cleanup of

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properties affected by pollutants. If we violate environmental laws or regulations, we may be required to implement corrective actions and could be subject to civil or criminal fines or penalties or other sanctions. Although expenses related to environmental compliance have not been material to date, we cannot assure you that we will not have to make significant capital or operating expenditures in the future in order to comply with applicable laws and regulations or that we will comply with applicable environmental laws at all times. Such violations or liability could have a material adverse effect on our business, financial condition and results of operations.

        Environmental laws also impose obligations and liability for the investigation and cleanup of properties affected by hazardous substance spills or releases. These liabilities are often joint and several (which could result in an entity paying for more than its fair share), and may be imposed on the parties generating or disposing of such substances or on the owner or operator of affected property, often without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous substances. We may also have liability for past contamination as successors-in-interest for companies which were acquired or where there was a merger. Accordingly, we may become liable, either contractually or by operation of law, for investigation, remediation, monitoring and other costs even if the contaminated property is not presently owned or operated by us, or if the contamination was caused by third parties during or prior to our ownership or operation of the property. Contamination and exposure to hazardous substances can also result in claims for damages, including personal injury, property damage, and natural resources damage claims.

        All of our properties currently have above ground and/or underground storage tanks and oil-water separators (or equivalent wastewater collection/treatment systems). Given the nature of our operations (which involve the use of diesel and other petroleum products, solvents and other hazardous substances) for fueling, washing and maintaining our rental equipment and vehicles, and the historical operations at some of our properties, we may incur material costs associated with soil or groundwater contamination. Future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to remediation liabilities or other claims or costs that may be material.

        Various U.S. and international authorities continue to consider legislation and regulations related to greenhouse gas emissions. Should legislation or regulations be adopted imposing significant limitations on greenhouse gas emissions or costs on entities deemed to be responsible for such emissions, demand for our services could be affected, our costs could increase, and our business, financial condition and results of operations could be materially adversely affected.

         Termination of one or more of our relationships with any of our equipment manufacturers could have a material adverse effect on our business.

        We purchase most of our rental and sales equipment from a limited number of OEMs. For example, as of June 30, 2014, equipment from JLG Industries, Genie, Komatsu and John Deere represented approximately 12%, 11%, 10% and 9%, respectively, of our total OEC. Termination of one or more of our relationships with any of these or other major suppliers could have a material adverse effect on our business, financial condition and results of operations if we were unable to obtain adequate equipment for rental and sale from other sources in a timely manner, on favorable terms or at all. Because our major suppliers also sell equipment to our competitors, our relationships with our suppliers do not provide us any particular competitive advantage.

         Our rental fleet is subject to residual value risk upon disposition.

        The market value of any given piece of rental equipment could be less than its depreciated value at the time it is sold. The market value of used rental equipment depends on several factors, including:

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the market price for new equipment of a like kind;

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wear and tear on the equipment relative to its age;

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the age of the equipment at the time it is sold;

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the time of year that it is sold (generally prices are higher during the peak construction season for any given area);

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worldwide and domestic supply of and demand for used equipment;

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inventory levels at OEMs; and

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general economic conditions.

        We include in income from operations the difference between the sales price and the depreciated value of an item of equipment sold. Changes in our assumptions regarding depreciation could change our depreciation expense, as well as the gain or loss realized upon disposal of equipment. If prices we are able to obtain for our used rental equipment decline or fall below our projections or if we sell our equipment in lesser quantities as a result of the above or other factors, our operating results may be materially adversely affected.

         The cost of new equipment we use in rental fleet is increasing, which may cause us to spend significantly more for replacement equipment, and in some cases we may not be able to procure equipment at all due to supplier constraints.

        We operate in a capital intensive business. Price increases could materially adversely affect our business, financial condition and results of operations.

        While we can manage the size and aging of our fleet generally over time, eventually we must retire older equipment and either allow our fleet to shrink or replace the older equipment in our fleet with newer models. We anticipate that we will need to purchase additional equipment in 2015 in order to supplement our current fleet. We may be at a competitive disadvantage if the average age of our fleet increases compared to the age of our competitors' fleets.

        In some cases, we may not be able to procure replacement equipment on a timely basis to the extent that manufacturers for the equipment we need are not able to produce sufficient inventory on schedules that meet our timing demands. If demand for new equipment increases significantly, manufacturers may not be able to meet customer orders on a timely basis. As a result, we at times may experience long lead-times for certain types of new equipment and we cannot assure you that we will be able to acquire the types or sufficient numbers of the equipment we need to replace older equipment as quickly as we would like. Consequently, we may have to age our fleet longer than we would consider optimal or shrink our fleet, either of which could restrict our ability to grow our business.

         Disruptions in our information technology and customer relationship management systems could materially adversely affect our operating results by limiting our capacity to effectively monitor and control our operations.

        Our information technology systems facilitate our ability to monitor and control our operations to adjust to changing market conditions, including management of our rental fleet. Our CRM system allows our sales force to access comprehensive information about customer activity relating to specific accounts to assist their sales efforts. The effectiveness of our sales force depends upon the continuous availability and reliability of our CRM system. Consequently, any disruptions in our information technology or customer relationship management systems or the failure of these systems, including our redundant systems, to operate as expected could, depending on the magnitude of the problem, impair our ability to effectively monitor and control our existing operations and improve our future sales efforts, and thereby materially adversely affect our operating results.

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         Potential acquisitions and expansions into new markets may result in significant transaction expenses and expose us to risks associated with entering new markets and integrating new or acquired operations.

        We may encounter risks associated with entering new markets in which we have limited or no experience. Start-up rental locations, in particular, require significant capital expenditures and may initially have a negative impact on our short-term cash flow, net income and results of operations. New start-up locations may not become profitable when projected or ever. Acquisitions may impose significant strains on our management, operating systems and financial resources and could experience unanticipated integration issues. The pursuit and integration of acquisitions will require substantial attention from our senior management, which will limit the amount of time they have available to devote to our existing operations. Our ability to realize the expected benefits from any future acquisitions depends in large part on our ability to integrate and consolidate the new operations with our existing operations in a timely and effective manner. Future acquisitions also could result in the incurrence of substantial amounts of indebtedness and contingent liabilities (including potentially environmental, employee benefits and safety and health liabilities), accumulation of goodwill that may become impaired, and an increase in amortization expenses related to intangible assets. Any significant diversion of management's attention from our existing operations, the loss of key employees or customers of any acquired business, any major difficulties encountered in the opening of start-up locations or the integration of acquired operations or any associated increases in indebtedness, liabilities or expenses could have a material adverse effect on our business, financial condition and results of operations, which could decrease our cash flows and make it more difficult for us to make payments on the notes.

         We have operations throughout the United States, which exposes us to multiple state and local regulations. Changes in applicable law, regulations or requirements, or our material failure to comply with any of them, can increase our costs and have other negative impacts on our business.

        Our 64 branch locations are located in 14 states and we must comply with many different state and local regulations. These laws and requirements address multiple aspects of our operations, such as worker safety, consumer rights, privacy, employee benefits and more, and can often have different requirements in different jurisdictions. Changes in these requirements, or any material failure by our branches to comply with them, can increase our costs, affect our reputation, limit our business, drain management time and attention and otherwise impact our operations in adverse ways.

         If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results.

        At June 30, 2014, we had $58.8 million of goodwill on our consolidated balance sheet. Goodwill represents the excess of cost over the fair value of identifiable net assets of businesses acquired. We assess potential impairment of our goodwill at least annually. Impairment may result from significant changes in the manner of use of the acquired assets, negative industry or economic trends and/or significant underperformance relative to historic or projected operating results. A material impairment charge may occur in a future period. Such a charge could materially adversely affect our financial condition and results of operations.

         Labor disputes could disrupt our ability to serve our customers and/or lead to higher labor costs.

        Although none of our employees are currently represented by unions or covered by collective bargaining agreements, union organizing activity may take place in the future. Union organizing efforts or collective bargaining negotiations could potentially lead to work stoppages and/or slowdowns or strikes by certain of our employees, which could materially adversely affect our ability to serve our customers. Further, settlement of actual or threatened labor disputes or an increase in the number of our employees covered by collective bargaining agreements can have unknown effects on our labor costs, productivity and flexibility.

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Risks Relating to Our Organizational Structure

         Wayzata will continue to have substantial control over us after this offering including over decisions that require the approval of stockholders, and its interest in our business may conflict with yours.

        Immediately after the consummation of this offering, Wayzata will hold a majority of the combined voting power of our common stock through its ownership of 100% of our outstanding Class B common stock.

        Accordingly, Wayzata, acting alone, will have the ability to approve or disapprove substantially all transactions and other matters submitted to a vote of our stockholders, such as a merger, consolidation, dissolution or sale of all or substantially all of our assets, the issuance or redemption of certain additional equity interests, and the election of directors. These voting and class approval rights may enable Wayzata to consummate transactions that may not be in the best interests of holders of our Class A common stock or, conversely, prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock. In addition, although Wayzata will have voting control of us, Wayzata's entire economic interest in us will be in the form of its direct interest in Neff Holdings through the ownership of Neff Holdings' common units, the payments it may receive from us under the Tax Receivable Agreement and the proceeds it may receive upon any redemption of its common units in Neff Holdings, including issuance of shares of our Class A common stock upon any such redemption and any subsequent sale of such Class A common stock. As a result, Wayzata's interests may conflict with the interests of our Class A common stockholders. For example, Wayzata may have different tax positions from us which could influence its decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement that we will enter in connection with this offering, and whether and when we should terminate the Tax Receivable Agreement and accelerate our obligations thereunder. In addition, the structuring of future transactions may take into consideration tax or other considerations of Wayzata or other existing owners even in situations where no similar considerations are relevant to us. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

        In addition, Wayzata is in the business of making or advising on investments in companies and may hold, and may from time to time in the future acquire interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, none of Wayzata or any director who is not employed by us or his or her affiliates will have any duty to refrain from engaging in a corporate opportunity in the same or similar lines of business as us. Wayzata may also pursue acquisitions that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

         We are a "controlled company" within the meaning of the NYSE listing requirements and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

        Because of the voting power over our Company held by Wayzata, we are considered a "controlled company" for the purposes of the NYSE listing requirements. As such, we are exempt from certain corporate governance requirements, including the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

        The corporate governance requirements and specifically the independence standards are intended to ensure that directors who are considered independent are free of any conflicting interest that could influence their actions as directors. Following this offering, we intend to utilize certain exemptions afforded to a "controlled company." As a result, we will not be required to conduct annual performance evaluations of the nominating/corporate governance and compensation committees. See "Management." Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

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         Our only asset after the completion of this offering will be our interest in Neff Holdings, and accordingly we will depend on distributions from Neff Holdings to pay taxes and expenses, including payments under the Tax Receivable Agreement. Neff Holdings' ability to make such distributions may be subject to various limitations and restrictions.

        Upon consummation of this offering, we will be a holding company and will have no material assets other than our ownership of common units of Neff Holdings. We will have no independent means of generating revenue or cash flow, and our ability to pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Neff Holdings and its subsidiaries and distributions we receive from Neff Holdings. There can be no assurance that our subsidiaries will generate sufficient cash flow to dividend or distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such dividends or distributions.

        Neff Holdings will be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of its common units, including us. As a result, we will incur income taxes on our allocable share of any net taxable income of Neff Holdings. Under the terms of Neff Holdings' second amended and restated limited liability company agreement, which will become effective upon the completion of this offering (the "Neff Holdings LLC Agreement"), Neff Holdings will be obligated to make tax distributions to holders of its common units, including us. In addition to tax expenses, we will also incur expenses related to our operations, including expenses under the Tax Receivable Agreement, which could be significant. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement." We intend, as its managing member, to cause Neff Holdings to make distributions in an amount sufficient to allow us to pay our taxes and operating expenses, including any payments due under the Tax Receivable Agreement. However, Neff Holdings' ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, restrictions on distributions that would either violate any contract or agreement to which Neff Holdings LLC is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Neff Holdings insolvent. If Neff Holdings does not have sufficient funds to pay tax or other liabilities to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid. If Neff Holdings does not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired. See "—Risks Relating to This Offering and Ownership of Our Class A Common Stock."

         Our Tax Receivable Agreement with our existing owners requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the amounts that we may be required to pay could be significant.

        In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with our existing owners. Pursuant to the Tax Receivable Agreement, we will be required to make cash payments to our existing owners equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i) increases in tax basis resulting from any purchase of common units of Neff Holdings from Wayzata with proceeds from this offering, the use of proceeds from this offering to repay certain indebtedness of Neff Holdings and any redemptions or exchanges of common units described under "Certain Relationships and Related Party Transactions—Neff Holdings LLC Agreement—Agreement in Effect Upon Completion of the Offering—Common Unit Redemption Right," (ii) certain allocations as a result of the application of the principles of Section 704(c) of the Internal Revenue Code to take into account the difference between the fair market value and the adjusted tax basis of certain assets of Neff Holdings on the date that we purchase Neff Holdings common units directly from Neff Holdings with a portion of the proceeds from this offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. The amount of the cash payments that we may be required to make under the Tax Receivable Agreement could be significant. Payments under the Tax Receivable Agreement will be

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based on the tax reporting positions that we determine, which tax reporting positions will be based on the advice of our tax advisors. Any payments made by us to our existing owners under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. The payments under the Tax Receivable Agreement are also not conditioned upon our existing owners maintaining a continued ownership interest in either Neff Holdings or us. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

         The amounts that we may be required to pay to our existing owners under the Tax Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.

        The Tax Receivable Agreement provides that if certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, or that if, at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor's obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable. The amount due and payable in that circumstance is determined based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

        As a result of a change in control or our election to terminate the Tax Receivable Agreement early, (i) we could be required to make cash payments to our existing owners that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

         We will not be reimbursed for any payments made to our existing investors under the Tax Receivable Agreements in the event that any tax benefits are disallowed.

        We will not be reimbursed for any cash payments previously made to our existing owners pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to an existing owner will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to our existing owners for a number of years following the initial time of such payment. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

         Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

        We are subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•

changes in the valuation of our deferred tax assets and liabilities;

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•

expected timing and amount of the release of any tax valuation allowances;

•

expiration of, or detrimental changes in, research and development tax credit laws;

•

tax effects of stock-based compensation;

•

costs related to intercompany restructurings; or

•

changes in tax laws, regulations or interpretations thereof.

        In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

         If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), as a result of our ownership of Neff Holdings, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

        Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an "investment company" for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an "investment company," as such term is defined in either of those sections of the 1940 Act.

        As the sole managing member of Neff Holdings, we will control and operate Neff Holdings. On that basis, we believe that our interest in Neff Holdings is not an "investment security" as that term is used in the 1940 Act. However, if we were to cease participation in the management of Neff Holdings, our interest in Neff Holdings could be deemed an "investment security" for purposes of the 1940 Act.

        We and Neff Holdings intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Risks Relating to This Offering and Ownership of Our Class A Common Stock

         Immediately following the consummation of this offering, Wayzata will directly (through Class B common stock) and indirectly (through ownership of Neff Holdings common units) own interests in us, and Wayzata will have the right to redeem and cause us to redeem, as applicable, such interests pursuant to the terms of the Neff Holdings LLC Agreement.

        After this offering, we will have an aggregate of more than                    shares of Class A common stock authorized but unissued, including approximately                    shares of Class A common stock issuable upon redemption of Neff Holdings common units that will be held by Wayzata. Neff Holdings will enter into the Neff Holdings LLC Agreement, and subject to certain restrictions set forth therein and as described elsewhere in this prospectus, Wayzata will be entitled to potentially redeem its common units for an aggregate of up to                shares of our Class A common stock, subject to customary adjustments. We also intend to enter into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such redemption will be eligible for resale, subject to certain limitations set forth therein. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

        We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock,

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including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.

         You will suffer immediate and substantial dilution in the net tangible book value of the Class A common stock you purchase.

        The price you pay for shares of our Class A common stock sold in this offering is substantially higher than our pro forma net tangible book value per share. Based on the initial public offering price for our Class A common stock of $            per share (which is the midpoint of the price range set forth on the cover page of this prospectus), you will incur immediate dilution in net tangible book value per share of $            . Dilution is the difference between the offering price per share and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after the offering. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the stock purchased in this offering in the event of liquidation. See "Dilution."

         You may be diluted by future issuances of additional Class A common stock in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

        Our amended and restated certificate of incorporation authorizes us to issue shares of Class A common stock and options, rights, warrants and appreciation rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. In addition, we and our existing owners will be party to the Neff Holdings LLC Agreement under which they (or certain permitted transferees thereof) will have the right (subject to the terms of the Neff Holdings LLC Agreement) to have their common units redeemed by Neff Holdings in exchange for, at Neff Corporation's election, shares of our Class A common stock on a one-for-one basis or a cash payment equal to the volume-weighted average market price of one share of our Class A common stock for each common unit (subject to customary adjustments, including for stock splits, stock dividends and reclassifications); provided that, at Neff Corporation's election, Neff Corporation may effect a direct exchange of such Class A common stock or such cash for such common units. See "Certain Relationships and Related Party Transactions—Neff Holdings LLC Agreement." The market price of shares of our Class A common stock could decline as a result of these redemptions or the perception that a redemption could occur. These redemptions, or the possibility that these redemptions may occur, also might make it more difficult for holders of our Class A common stock to sell such stock in the future at a time and at a price that they deem appropriate.

        We have reserved shares for issuance under our 2014 Incentive Award Plan in an amount equal to                . Any Class A common stock that we issue, including under our 2014 Incentive Award Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering. In addition, each common unit held by our existing owners and each common unit received upon the exercise of outstanding options to acquire membership units in Neff Holdings will be redeemable for, at Neff Corporation's option, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to the market price of one share of Class A common stock (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Neff Holdings LLC Agreement; provided that, at Neff Corporation's election, Neff Corporation may effect a direct exchange of such Class A common stock or such cash for such common units. In addition, we may issue equity in future offerings to fund acquisitions and other expenditures, which may further decrease the value for our stockholders' investment in us.

        We and our officers and directors and existing stockholders have agreed, subject to certain exceptions, that, without the prior written consent of Morgan Stanley & Co. LLC and Jefferies LLC on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of,

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directly or indirectly, any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock; (ii) file any registration statement with the SEC relating to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A common stock. Morgan Stanley & Co. LLC and Jefferies LLC, in their sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. See "Underwriters."

        The market price of our Class A common stock may decline significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of our Class A common stock might impede our ability to raise capital through the issuance of additional shares of Class A common stock or other equity securities.

        In connection with the completion of this offering, we intend to enter into a Registration Rights Agreement with our existing owners. Any sales in connection with the Registration Rights Agreement, or the prospect of any such sales, could materially impact the market price of our Class A common stock and could impair our ability to raise capital through future sales of equity securities. For a further description of our Registration Rights Agreement, see "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

         Our Class A common stock price may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the initial public offering price.

        Prior to this offering, there has not been a public trading market for shares of our Class A common stock. It is possible that after this offering an active trading market will not develop or continue or, if developed, that any market will be sustained, which could make it difficult for you to sell your shares of Class A common stock at an attractive price or at all. The initial public offering price of our Class A common stock will be determined by negotiations between us and the representative of the underwriters based upon a number of factors and may not be indicative of prices that will prevail in the open market following the consummation of this offering. See "Underwriters." Consequently, you may not be able to sell our shares of Class A common stock at prices equal to or greater than the price you paid in this offering.

        Volatility in the market price of our Class A common stock may prevent you from being able to sell your shares at or above the price you paid for them. Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this "Risk Factors" section and this prospectus, as well as the following:

•

our operating and financial performance and prospects;

•

our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

•

conditions that impact demand for our services;

•

future announcements concerning our business or our competitors' businesses;

•

the public's reaction to our press releases, other public announcements and filings with the SEC;

•

the size of our public float;

•

coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

•

market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

•

strategic actions by us or our competitors, such as acquisitions or restructurings;

•

changes in laws or regulations which adversely affect our industry or us;

•

changes in accounting standards, policies, guidance, interpretations or principles;

•

changes in senior management or key personnel;

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•

issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

•

changes in our dividend policy;

•

adverse resolution of new or pending litigation against us; and

•

changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

        As a result, volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the initial public offering price or at all. These broad market and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low. As a result, you may suffer a loss on your investment.

         We do not intend to pay dividends on our Class A common stock for the foreseeable future.

        We currently have no intention to pay dividends on our Class A common stock at any time in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial conditions, cash requirement, contractual restrictions and other factors that our board of directors may deem relevant. Certain of our debt instruments contain covenants that restrict the ability of our subsidiaries to pay dividends to us. See "Description of Certain Indebtedness." In addition, we will be permitted under the terms of our debt instruments to incur additional indebtedness, which may restrict or prevent us from paying dividends on our Class A common stock. Furthermore, our ability to declare and pay dividends may be limited by instruments governing future outstanding indebtedness we may incur.

         Delaware law and certain provisions in our amended and restated certificate of incorporation may prevent efforts by our stockholders to change the direction or management of our Company.

        We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of incorporation and our amended and restated by-laws contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors, including, but not limited to, the following:

•

our board of directors is classified into three classes, each of which serves for a staggered three-year term;

•

only our board of directors may call special meetings of our stockholders;

•

we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;

•

our stockholders have only limited rights to amend our by-laws; and

•

we require advance notice and duration of ownership requirements for stockholder proposals.

        These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

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         We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.

        Our amended and restated certificate of incorporation will authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

         For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

        We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (iii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and of shareholder approval of any golden parachute payments not previously approved. We have elected to adopt these reduced disclosure requirements. We cannot predict if investors will find our Class A common stock less attractive as a result of our taking advantage of these exemptions and as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

        In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. As a result, our financial statements may not be comparable to companies that comply with public company effective dates.

        We could remain an "emerging growth company" for up to five years or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (b) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and (c) the date on which we have issued more than $1 billion in non-convertible debt securities during the preceding three-year period.

         The obligations associated with being a public company will require significant resources and management attention, which may divert from our business operations.

        As a result of this offering, we will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. As a result, we will incur significant legal, accounting and other expenses that we did not previously incur.

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        In addition, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our business strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls, including information technology controls, and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. If we do not continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations. In addition, we cannot predict or estimate the amount of additional costs we may incur to comply with these requirements. We anticipate that these costs will materially increase our general and administrative expenses.

        Furthermore, as a public company, we will incur additional legal, accounting and other expenses that have not been reflected in our predecessor's historical financial statements or our pro forma financial statements. In addition, rules implemented by the SEC and the NYSE have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. These rules and regulations result in our incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

         Our failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act as a public company could have a material adverse effect on our business and share price.

        Prior to the completion of this offering, we have not operated as a public company and have not had to independently comply with Section 404(a) of the Sarbanes-Oxley Act. Section 404(a) of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the SEC. We anticipate being required to meet these standards in the course of preparing our financial statements as of and for the year ended December 31, 2015, and our management will be required to report on the effectiveness of our internal control over financial reporting for such year. Additionally, once we are no longer an emerging growth company, as defined by the JOBS Act, our independent registered public accounting firm will be required pursuant to Section 404(b) of the Sarbanes-Oxley Act to attest to the effectiveness of our internal control over financial reporting on an annual basis. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

        Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting, but we are not currently in compliance with, and we cannot be certain when we will be able to implement the requirements of Section 404(a). We may encounter problems or delays in implementing any changes necessary to make a favorable assessment of our internal control over financial reporting. In addition, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation in connection with the attestation to be provided by our independent registered public accounting firm after

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we cease to be an emerging growth company. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls after we cease to be an emerging growth company, investors could lose confidence in our financial information and the price of our Class A common stock could decline.

        Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause shareholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and share price.

         An active trading market for our Class A common stock may never develop or be sustained.

        Although the shares of our Class A common stock will be authorized for trading on the NYSE, an active trading market for our Class A common stock may not develop on that exchange or elsewhere or, if developed, that market may not be sustained. Accordingly, if an active trading market for our Class A common stock does not develop or is not maintained, the liquidity of our Class A common stock, your ability to sell your shares of our Class A common stock when desired and the prices that you may obtain for your shares of Class A common stock will be adversely affected.

         If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our Class A common stock, the price of our Class A common stock could decline.

        The trading market for our Class A common stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of our company, we could lose visibility in the market. In addition, one or more of these analysts could downgrade our Class A common stock or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our Class A common stock could decline.

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OUR ORGANIZATIONAL STRUCTURE

        Wayzata formed Neff Corporation as a Delaware corporation on August 18, 2014 to serve as the issuer of the Class A common stock offered hereby. On or prior to the closing of this offering we will consummate the Organizational Transactions.

Existing Organization

        Neff Holdings is treated as a partnership for U.S. federal income tax purposes and, as such is not subject to any U.S. federal entity-level income taxes. Rather, taxable income or loss is included in the U.S. federal income tax returns of Neff Holdings' members. Prior to the consummation of this offering, the Wayzata funds are the only members of Neff Holdings.

        The following diagram sets forth our ownership structure prior to giving effect to the Organizational Transactions and this offering:

*

Management and members of board of managers hold options over Class B units.

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Organizational Structure Following this Offering:

        Immediately following the completion of this offering and the Organizational Transactions:

•

Neff Corporation will be a holding company and the sole material asset of Neff Corporation will be common units of Neff Holdings;

•

Neff Corporation will be the sole managing member of Neff Holdings and will control the business and affairs of Neff Holdings and its subsidiaries;

•

Neff Corporation will own                    common units of Neff Holdings representing approximately          % of Neff Holdings' total outstanding membership units (or approximately          % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

Wayzata will own                    common units of Neff Holdings representing approximately          % of Neff Holdings' total outstanding membership units (or approximately          % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Each common unit held by Wayzata or acquired by individuals upon exercise of existing options granted by Neff Holdings will be redeemable, at the election of such member, for, at Neff Corporation's option, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A common stock for each common unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Neff Holdings LLC Agreement; provided that, at Neff Corporation's election, Neff Corporation may effect a direct exchange of such Class A common stock or such cash for such common units. See "Certain Relationships and Related Party Transactions—Neff Holdings LLC Agreement";

•

the purchasers in this offering (i) will own                    shares of Neff Corporation's Class A common stock, representing approximately          % of the combined voting power of all of Neff Corporation's common stock (or approximately          % if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) through Neff Corporation's ownership of Neff Holdings' common units, indirectly will hold approximately           % of the economic interest in the business of Neff Holdings and its subsidiaries (or          % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

Wayzata, through (i) its ownership of Neff Corporation's Class B common stock, will have approximately           % of the combined voting power of all of Neff Corporation's common stock (or approximately          % if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) its ownership of Neff Holdings' common units, will hold approximately          % of the economic interest in the business of Neff Holdings and its subsidiaries (or approximately          % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

•

certain individuals who hold existing options granted by Neff Holdings will have the right to acquire                         common units of Neff Holdings which, if such existing options were exercised in full, would represent approximately        % of the economic interest in the business of Neff Holdings and its subsidiaries on a fully diluted basis.

42

        The following diagram sets forth our ownership structure after giving effect to the Organizational Transactions and this offering:

        As the sole managing member of Neff Holdings, we will operate and control all of the business and affairs of Neff Holdings and, through Neff Holdings and its subsidiaries, conduct our business. Following the Organizational Transactions and offering, we will record a significant non-controlling interest in consolidated entity relating to the ownership interest of Wayzata in Neff Holdings. Accordingly, although Neff Corporation will have a minority economic interest in Neff Holdings, it will have a majority voting interest in, and control the management of, Neff Holdings. As a result, Neff Corporation will consolidate Neff Holdings and record a non-controlling interest in consolidated entity for the economic interest in Neff Holdings held by Wayzata.

Incorporation of Neff Corporation

        Neff Corporation was incorporated as a Delaware corporation on August 18, 2014. Neff Corporation has not engaged in any material business or other activities except in connection with its formation. The amended and restated certificate of incorporation of Neff Corporation authorizes two classes of common stock, Class A common stock and Class B common stock, each having the terms described in "Description of Capital Stock."

Reclassification and Amendment and Restatement of Neff Holdings LLC Agreement

        Prior to or substantially concurrently with the completion of this offering, the limited liability company agreement of Neff Holdings will be amended and restated to, among other things, modify its capital structure by creating a single new class of units that we refer to as "common units" and providing for a right of redemption of common units in exchange for our Class A common stock. See "Certain Relationships and Related Party Transactions—Neff Holdings LLC Agreement."

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FORWARD-LOOKING STATEMENTS

        This prospectus contains "forward-looking statements." We use words such as "could," "may," "might," "will," "expect," "likely," "believe," "continue," "anticipate," "estimate," "intend," "plan," "project" and other similar expressions to identify some forward-looking statements, but not all forward-looking statements include these words. All of our forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the information described under the caption "Risk Factors" and elsewhere in this prospectus.

        The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

        Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement contained in this prospectus to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as otherwise required by law. New factors that could cause our business not to develop as we expect emerge from time to time, and it is not possible for us to predict all of them. Further, we cannot assess the impact of each currently known or new factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

44

MARKET DATA

        This prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

        Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management's understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

45

DIVIDEND POLICY

        We do not anticipate declaring or paying in the foreseeable future any cash dividends on our capital stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. See "Risk Factors—Risks Relating to This Offering and Ownership of Our Class A Common Stock—We do not intend to pay dividends on our Class A common stock for the foreseeable future." In addition, we are a holding company and have no direct operations, and therefore we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. The terms of indebtedness of our subsidiaries restrict our subsidiaries from paying dividends to us. See "Description of Capital Stock" and "Description of Certain Indebtedness."

        Neff Holdings paid cash distributions to our existing owners during the year ended December 31, 2013 and the six months ended June 30, 2014 aggregating $110.0 million and $329.9 million, respectively.

46

USE OF PROCEEDS

        We estimate that the net proceeds to us from the sale of the shares of Class A common stock by us in this offering will be approximately $             million (or $             million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), assuming an initial public offering price of $            per share (the midpoint of the range set forth on the cover page of this prospectus) and after deducting the estimated underwriting discounts and commissions. A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) the net proceeds to us from this offering by $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. An increase (decrease) of 1,000,000 shares from the expected number of shares to be sold in this offering, assuming no change in the assumed initial public offering price per share, would increase (decrease) our net proceeds from this offering by $             million, after deducting estimated underwriting discounts and commissions.

        We intend to use the net proceeds of this offering (excluding any net proceeds from any exercise of the underwriters' option to purchase additional shares of Class A common stock) to purchase directly from Neff Holdings a number of common units equal to the number of shares of Class A common stock issued in this offering. The net proceeds from any exercise of the underwriters' option to purchase additional shares of Class A common stock will be used to purchase a corresponding additional number of common units of Neff Holdings directly from Wayzata (and we would cancel a corresponding number of shares of Class B common stock held by Wayzata).

        Neff Holdings anticipates that it will use the $             million in net proceeds it receives from the sale of common units to Neff Corporation as follows:

•

approximately $             million to prepay $            of the outstanding principal amount of the Second Lien Loan, which is scheduled to mature in June 2021 and which had an interest rate of approximately 7.25% as of June 30, 2014 and $             million to pay prepayment premiums related thereto;

•

approximately $             million to repay a portion of the amounts outstanding under our Revolving Credit Facility, which is scheduled to mature in November 2018 and which had an interest rate of approximately 2.8% as of June 30, 2014; and

•

approximately $             million to pay the fees and expenses (other than underwriter discounts and commissions) related to this offering, including, if the net proceeds to us from this offering exceed $200 million, the cash transaction bonuses that will be paid to certain management and non-employee members of the board of directors in connection with this offering pursuant to Neff Holdings' transaction bonus plan (See "Executive Compensation—Other Compensation Programs—Neff Holdings LLC Amended and Restated Sale Transaction Bonus Plan").

        Upon prepayment of approximately $             million of the Second Lien Loan and repayment of approximately $             million under our Revolving Credit Facility, we will recognize a loss of approximately $             million in the quarter when such prepayments occur.

        Certain affiliates of the underwriters hold a portion of the indebtedness being repaid with a portion of the proceeds of this offering as described above. See "Underwriters."

        On June 9, 2014, we amended our Revolving Credit Facility and borrowed the Second Lien Loan in connection with the refinancing of our Senior Secured Notes (as defined under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Highlights—Refinancing"). The net proceeds of the Second Lien Loan were used to (1) prepay the Senior Secured Notes in full, together with a prepayment premium and accrued and unpaid interest thereon, and to pay fees and expenses in connection with such refinancing and the amendment of our Revolving Credit Facility, and (2) make a $354.4 million distribution to the members of Neff Holdings and to pay a transaction bonus to certain management and independent members of the board of directors. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Highlights—Refinancing."

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2014:

•

on an actual basis for Neff Holdings and its consolidated subsidiaries; and

•

on a pro forma basis for Neff Corporation to give effect to (1) the Organizational Transactions, (2) our sale of        shares of Class A common stock in this offering at an assumed offering price of $        per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and (3) the application of the net proceeds therefrom as described under "Use of Proceeds."

        You should read this table in conjunction with the consolidated financial statements and the related notes, "Use of Proceeds," "Our Organizational Structure," "Unaudited Pro Forma Condensed Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

	As of June 30, 2014
	Neff Holdings Actual			Neff Corporation Pro Forma(1)
	(in thousands of dollars)
Cash and cash equivalents	$	589		$
Long-term indebtedness:
Revolving Credit Facility(2)		324,173
Second Lien Loan(3)		572,142
Total indebtedness	$	896,315		$
Total equity (deficiency):
Members' deficit		(343,684	)		—
Class A common stock, par value $0.01 per share,        shares authorized, 0 shares issued and outstanding on an actual basis,        shares issued and outstanding on a pro forma basis		—
Class B common stock, par value $0.01 per share,        shares authorized, 0 shares issued and outstanding on an actual basis,        shares issued and outstanding on a pro forma basis		—
Additional paid-in capital		—
Accumulated deficit		—
Total members' deficit/stockholders' (deficit)		(343,684	)
Non-controlling interests		—
Total equity (deficit)		(343,684	)
Total capitalization	$	552,631		$

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total shareholders' (deficiency) equity and total capitalization by $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and the application of the net proceeds from this offering as described under "Use of Proceeds." An increase (decrease) of 1,000,000 shares from the expected number of shares to be sold in this offering, assuming no change in the assumed initial public offering price per share, would increase (decrease) our net proceeds from this offering by $             million, after deducting estimated underwriting discounts and commissions. If a change in the offering price per share or in the number of shares offered causes our cash to increase or decrease from the amount set forth above, we will repay a greater or lesser amount under the Revolving Credit

48

Facility than we currently anticipate, which would correspondingly decrease or increase each of total indebtedness, additional paid-in capital, total stockholders' (deficiency), total equity (deficiency) and total capitalization.

(2)

The Revolving Credit Facility provides for up to $425.0 million of borrowings, subject to a borrowing base availability formula. As of June 30, 2014, borrowings under the Revolving Credit Facility totaled $324.2 million, including $4.7 million in outstanding letters of credit, and $96.1 million was available for additional borrowings based on our borrowing base as of such date. As of June 30, 2014, on a pro forma basis after giving effect to this offering and the application of net proceeds therefrom, based on our borrowing base as of such date, we would have had availability under our Revolving Credit Facility, net of approximately $4.7 million in outstanding letters of credit, of $         million.

(3)

The Second Lien Loan is $575.0 million in aggregate principal amount, net of approximately $2.9 million of unamortized discount for Neff Holdings as of June 30, 2014.

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DILUTION

        Because our existing shareholders do not own any Class A common stock or other economic interests in Neff Corporation, we have presented dilution in pro forma net tangible book value per share after this offering assuming that all existing options to acquire units of Neff Holdings that are vested on or within 60 days of June 30, 2014, which we refer to as "vested LLC options," are exercised and that all of the holders of units in Neff Holdings LLC (other than Neff Corporation) had their units redeemed in exchange for newly-issued shares of Class A common stock on a one-for-one basis in order to more meaningfully present the dilutive impact on the investors in this offering. We refer to the assumed exercise of vested LLC options and the assumed redemption of all units for shares of Class A common stock as described in the previous sentence as the "Assumed Redemption."

        Dilution is the amount by which the offering price paid by the purchasers of the Class A common stock in this offering exceeds the pro forma net tangible book value per share of Class A common stock after the offering. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding at that date.

        Neff Holdings' net tangible book deficit as of June 30, 2014 was $(419.8) million. After giving effect to the Organizational Transactions and the transactions described under "Unaudited Pro Forma Condensed Consolidated Financial Information," including the application of the proceeds from this offering as described in "Use of Proceeds," our pro forma net tangible book value as of June 30, 2014 would have been approximately $         million, or $        per share, assuming that on the closing date of this offering Wayzata and the holders of vested LLC options all redeemed their units in exchange for shares of our Class A common stock on a one-for-one basis. This represents an immediate dilution of $        per share to new investors purchasing Class A common stock in this offering. The following table illustrates this substantial and immediate dilution to new investors on a per share basis:

Assumed initial public offering price per share	$
Pro forma net tangible book value per share as of June 30, 2014 before this offering(1)	$
Increase attributable to investors in this offering	$
Pro forma net tangible book value after this offering	$
Dilution per share to new Class A common stock investors	$

(1)

Gives pro forma effect to the Organizational Transactions and the Assumed Redemption.

        Each $1.00 increase (decrease) in the assumed initial public offering price of $         million, or by $        per share would increase (decrease) our pro forma net tangible book value after this offering by $        per share and the dilution in pro forma net tangible book value to new investors in this offering by $        per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        If the underwriters exercise their option to purchase additional shares in full, our pro forma net tangible book value per share after the offering would be $        per share, the increase in pro forma net tangible book value attributable to the offering would be $        per share and the dilution in pro forma net tangible book value to new investors would be $        per share.

        The following table summarizes, as of June 30, 2014 after giving effect to this offering, the differences between our existing owners and our new investors in this offering with regard to:

•

the number of shares of Class A common stock purchased from us by investors purchasing shares in this offering and the number of shares issued to Wayzata and the holders of vested LLC options

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assuming those members of Neff Holdings redeemed all of their units in exchange for shares of Class A common stock,

•

the total amount paid to us by investors purchasing shares in this offering and by such existing members of Neff Holdings and

•

the average price per share of Class A common stock paid by investors purchasing shares in this offering and by such existing members of Neff Holdings,

based upon the assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased			Total Consideration
							Average Price Per Share
	Number	Percent		Amount	Percent
	(in thousands of dollars)
Existing shareholders			%	$		%	$
New investors			%	$		%	$
Total			%	$		%	$

        Each $1.00 increase (decrease) in the assumed initial public offering price of $        per share would increase (decrease) the total consideration paid by new investors and the total consideration paid by all shareholders by $         million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions but before estimated offering expenses.

        Except as otherwise indicated, the discussion and the tables above assume no exercise of the underwriter's option to purchase additional shares of Class A common stock. In addition, the discussion and tables above exclude shares of Class B common stock, which have no economic interest in our business. The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of June 30, 2014 after giving effect to the Organizational Transactions and the Assumed Redemption, and excludes:

•

shares of Class A common stock that may become issuable upon exercise of existing options to acquire units of Neff Holdings, other than vested LLC options, and redemption of such units, which if ultimately exercised and redeemed, would represent approximately        % of the total number of shares of our Class A common stock outstanding immediately following the consummation of this offering and giving effect to the Assumed Redemption;


•

shares of Class A common stock issuable upon exercise of options that we expect to grant under our proposed stock incentive plan, which if ultimately exercised as they become vested, would represent approximately        % of the total number of shares of our Class A common stock outstanding immediately following the consummation of this offering and giving effect to the Assumed Redemption;


•

shares of our Class A common stock expected to be available for future grant under our proposed stock incentive plan after the consummation of this offering. See "Executive Compensation—Equity Incentive Plans—2014 Incentive Award Plan."

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        We have derived the unaudited pro forma statement of operations for the year ended December 31, 2013 from the audited historical consolidated financial statements of Neff Holdings for the year ended December 31, 2013 set forth elsewhere in this prospectus. We have derived the unaudited pro forma statement of operations for the six months ended June 30, 2014 and the unaudited pro forma balance sheet data as of June 30, 2014 from the unaudited condensed consolidated financial statements of Neff Holdings as of and for the six months ended June 30, 2014 set forth elsewhere in this prospectus. The pro forma financial information is qualified in its entirety by reference to, and should be read in conjunction with, our historical financial statements and the related notes included elsewhere in this prospectus.

        The unaudited pro forma statement of operations for the year ended December 31, 2013 and the six months ended June 30, 2014 give effect to this offering, the Refinancing and the Organizational Transactions as if the same had occurred on January 1, 2013. The unaudited pro forma balance sheet as of June 30, 2014 gives effect to this offering and the Organizational Transactions as if the same had occurred on June 30, 2014.

        The pro forma adjustments are described in the notes to the unaudited pro forma financial information, and principally include the following:

•

the Organizational Transactions described under "Our Organizational Structure" and the issuance and sale by us of         shares of Class A common stock to the public representing        % of the economic interests of Neff Corporation at an initial offering price of $        per share, the midpoint of the range set forth on the cover page of this prospectus, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and the application of the net proceeds from this offering.

•

a provision for federal and state income taxes of Neff Corporation as a taxable corporation at an effective rate of         %;

•

an increase in interest expense as a result of the Refinancing;

•

the use of net proceeds from this offering for the (i) prepayment of $         million of the outstanding principal amount of the Second Lien Loan and $         million of prepayment premiums related thereto and (ii) repayment of $         million of the outstanding borrowings under our Revolving Credit Facility; and

•

the cash transaction bonuses that will be paid to certain management and non-employee members of the board of directors in connection with this offering if the net proceeds to us from this offering exceed $200 million. See "Executive Compensation—Other Compensation Programs—Neff Holdings LLC Amended and Restated Sale Transaction Bonus Plan."

        The unaudited pro forma condensed consolidated financial information presented assumes no exercise by the underwriters of the option to purchase up to an additional        shares of Class A common stock from us.

        As described in greater detail under "Certain Relationships and Related Party Transactions—Tax Receivable Agreement," prior to the completion of this offering, we will enter into the Tax Receivable Agreement with our existing owners. No increases in tax basis or other tax benefits thereunder have been assumed in the unaudited pro forma financial information and therefore no pro forma adjustment has been made. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Company Structure and Effects of the Organizational Transactions."

        As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors' and officers' liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, hiring additional

52

accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

        We provide this unaudited pro forma condensed consolidated financial information for informational and comparative purposes only. The pro forma adjustments are described in greater detail in the accompanying footnotes, which you should read in conjunction with the unaudited pro forma condensed consolidated financial information. We have made the pro forma adjustments described in the accompanying footnotes based on available information.

        The assumptions used in the preparation of the unaudited pro forma condensed consolidated financial information may not prove to be correct. The pro forma adjustments do not purport to be and should not be considered indicative of what our actual financial position or results of operations would have been if the transactions described had been completed as of the dates indicated or for any future date or for any period. The unaudited pro forma condensed consolidated financial information should be read together with "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Executive Compensation," the consolidated historical financial statements and the related notes thereto, and the other financial information included elsewhere in this prospectus.

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Neff Corporation and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2014

	Historical Neff Holdings			Offering and Organizational Transaction Adjustments			Pro Forma Neff Corporation
	(in thousands of dollars)
ASSETS
Cash and cash equivalents	$	589		$	—		$
Accounts receivable, net		55,323			—
Inventories		2,035			—
Rental equipment, net		426,423			—
Property and equipment, net		32,708			—
Prepaid expenses and other assets		18,878				(1)
Goodwill		58,765			—
Intangible assets, net		17,357			—
Total assets	$	612,078		$			$
LIABILITIES AND MEMBERS' DEFICIT/STOCKHOLDERS' EQUITY
(DEFICIENCY)
Liabilities
Accounts payable	$	18,828		$	—		$
Accrued expenses and other liabilities		40,619				(2)
Revolving Credit Facility		324,173				(3)
Second Lien Loans		572,142				(3)
Total liabilities		955,762
Members' deficit/stockholders' equity
Members' deficit		(343,684	)			(4)
Class A common stock, par value $0.01 per share		—				(5)
Class B common stock, par value $0.01 per share		—				(5)
Additional paid in capital		—				(6)
Accumulated deficit		—
Total members'/stockholders' (deficit)		(343,684	)
Non-controlling interest		—				(7)
Total members' equity (deficit)		(343,684	)
Total liabilities and members' deficit/stockholders' equity (deficit)	$	612,078		$			$

(1)

Represents unamortized debt issuance costs on the Second Lien Loan written off in connection with the partial prepayment of the Second Lien Loan with the proceeds of this offering.

(2)

Represents the cash transaction bonuses in the aggregate amount of $      that will be paid to certain management and non-employee members of the board of directors in connection with the consummation of this offering if the net proceeds to us from this offering exceed $200 million. See "Executive Compensation—Other Compensation Programs—Neff Holdings Amended and Restated Sale Transaction Bonus Plan."

(3)

As described under "Use of Proceeds," we will use a portion of the net proceeds from this offering to purchase new common units from Neff Holdings, and Neff Holdings will use those proceeds as follows:

•

approximately $             million to prepay $            of the outstanding principal amount of the Second Lien Loan together with approximately $           million of prepayment premium and accrued and unpaid interest thereon;

•

approximately $             million to repay a portion of the amounts outstanding under our Revolving Credit Facility together with fees and accrued and unpaid interest thereon; and

•

approximately $             million to pay the fees and expenses related to this offering.

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Neff Corporation and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2014

(4)

Represents an adjustment to members' deficit for the Organizational Transactions.

(5)

Represents an adjustment to stockholders' equity reflecting par value for Class A common stock and Class B common stock to be outstanding following this offering.

(6)

Represents an increase of $       million to additional paid-in capital as a result of the amounts allocable to Neff Holdings of net proceeds from this offering (offering proceeds, net of underwriting discounts, of $       million, less $       million of offering expenses and less par value reflected in note 5 and the elimination of members' capital of $       million upon consolidation).

(7)

Following the Organizational Transactions and this offering, we will record significant non-controlling interests in consolidated entity relating to the ownership interest of Wayzata in Neff Holdings. As described in "Our Organizational Structure," Neff Corporation will be the sole managing member of Neff Holdings. Accordingly, although Neff Corporation will have a minority economic interest in Neff Holdings, it will have a majority voting interest in, and control the management of, Neff Holdings. As a result, Neff Corporation will consolidate Neff Holdings and record non-controlling interests in consolidated entity for the economic interest in Neff Holdings held by Wayzata.

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Neff Corporation and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2013

	Historical Neff Holdings			Offering and Organizational Transaction Adjustments		Pro Forma Neff Corporation
	(in thousands of dollars, except per share data)
Revenues:
Rental revenues	$	281,038		$		$
Equipment sales		33,487
Parts and service		12,682
Total revenues		327,207
Cost of revenues:
Cost of equipment sold		19,204
Depreciation of rental equipment		70,768
Cost of rental revenues		74,482
Cost of parts and service		7,677
Total cost of revenues		172,131
Gross profit		155,076
Other operating expenses:
Selling, general and administrative expenses		78,617
Other depreciation and amortization		8,968
Total other operating expenses		87,585
Income from operations		67,491
Other expenses:
Interest expense		24,598			(1)
Loss on debt extinguishment		—
Amortization and write-off of debt issue costs		1,929			(2)
Income before income taxes		40,964
Provision for income taxes		(471	)		(3)
Net income		40,493
Net income attributable to non-controlling interest		—			(4)		—
Net income attributable to us	$	40,493
Net income (loss) per share data(5):
Weighted average shares of Class A common stock outstanding:							—
Basic							—
Diluted							—
Net income available to Class A common stock per share:
Basic						$	—
Diluted						$	—

(1)

As a result of the Refinancing, our interest expense increased by $            on an annualized basis. The use of proceeds to repay a portion of our Revolving Credit Facility and the Second Lien Loan will result in a reduction in our interest expense of $            on an annualized basis.

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(2)

Represents the write off of debt issue costs in connection with the prepayment of a portion of the Second Lien Loan.

(3)

Following the Organizational Transactions and offering, we will be subject to U.S. federal income taxes, in addition to certain state, local and foreign taxes, with respect to our allocable share of any net taxable income of Neff Holdings, which will result in higher income taxes and an increase in income taxes paid. As a result, this reflects an adjustment to our provision for corporate income taxes to reflect an effective rate of      %, which includes provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.

(4)

Following the Reorganizational Transactions and offering, we will record significant non-controlling interests in consolidated entity relating to the ownership interest of Wayzata in Neff Holdings. As described in "Our Organizational Structure," Neff Corporation will be the sole managing member of Neff Holdings. Accordingly, although Neff Corporation will have a minority economic interests in Neff Holdings, it will have a majority voting interest in, and control the management of, Neff Holdings. As a result, Neff Corporation will consolidate Neff Holdings and record non-controlling interest in consolidated entity for the economic interest in Neff Holdings held by Wayzata.

(5)

Pro forma net income (loss) per share is calculated by dividing the pro forma net income (loss) by the weighted average shares outstanding.

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Neff Corporation and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2014

	Historical Neff Holdings			Offering and Organizational Transaction Adjustments		Pro Forma Neff Corporation
	(in thousands of dollars, except per share data)
Revenues:
Rental revenues	$	152,626		$		$
Equipment sales		10,794
Parts and service		6,675
Total revenues		170,095
Cost of revenues:
Cost of equipment sold		6,119
Depreciation of rental equipment		36,489
Cost of rental revenues		37,624
Cost of parts and service		4,094
Total cost of revenues		84,326
Gross profit		85,769
Other operating expenses:
Selling, general and administrative expenses		40,372
Other depreciation and amortization		4,708
Transaction bonus		24,506
Total other operating expenses		69,586
Income from operations		16,183
Other expenses:
Interest expense		15,119			(1)
Loss on debt extinguishment		15,896
Amortization and write-off of debt issue costs		2,339			(2)
Loss before income taxes		(17,171	)
Provision for income taxes		(238	)		(3)
Net loss		(17,409	)
Net loss attributable to non-controlling interest		—			(4)		—
Net loss attributable to us	$	(17,409	)	$		$
Net loss per share data(5):
Weighted average shares of Class A common stock outstanding:
Basic							—
Diluted							—
Net income available to Class A common stock per share:
Basic						$	—
Diluted						$	—

(1)

As a result of the Refinancing, our interest expense increased by $            on an annualized basis (or $            for a six month period). The use of proceeds to repay a portion of our Revolving Credit

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Facility and the Second Lien Loan will result in a reduction in our interest expense of $            on an annualized basis (or $            for a six month period).

(2)

Represents the write off of debt issue costs in connection with the prepayment of a portion of the Second Lien Loan.

(3)

Following the Organizational Transactions and offering, we will be subject to U.S. federal income taxes, in addition to certain state, local and foreign taxes, with respect to our allocable share of any net taxable income of Neff Holdings, which will result in higher income taxes and an increase in income taxes paid. As a result, this reflects an adjustment to our provision for corporate income taxes to reflect an effective rate of    %, which includes provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.

(4)

Following the Reorganizational Transactions and offering, we will record significant non-controlling interests in consolidated entity relating to the ownership interest of Wayzata in Neff Holdings. As described in "Our Organizational Structure," Neff Corporation will be the sole managing member of Neff Holdings. Accordingly, although Neff Corporation will have a minority economic interest in Neff Holdings, it will have a majority voting interest in, and control the management of, Neff Holdings. As a result, Neff Corporation will consolidate Neff Holdings and record non-controlling interests in consolidated entity for the economic interest in Neff Holdings held by Wayzata.

(5)

Pro forma net income (loss) per share is calculated by dividing the pro forma net income (loss) by the weighted average shares outstanding.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following tables present, as of the dates and for the periods indicated, the selected historical consolidated financial data for Neff Holdings and its subsidiaries. Neff Holdings is the predecessor of the issuer, Neff Corporation, for financial reporting purposes. The historical financial statements of Neff Corporation have not been presented in this "Selected Historical Consolidated Financial Data" section because it is a newly-incorporated entity, had no assets or liabilities during the periods presented and has had no business transactions or activities to date.

        Neff Holdings is a holding company that conducts no operations and its only material asset as of the consummation of this offering is its membership interests in Neff LLC. Neff LLC is a holding company that conducts no operations and its only material asset is its membership interests in Neff Rental LLC, the principal operating company for our business.

        We have derived the selected historical financial data as of and for the years ended December 31, 2012 and 2013 from the audited consolidated financial statements of Neff Holdings included elsewhere in this prospectus. We have derived the selected historical financial data as of and for the year ended December 31, 2011 from the audited consolidated financial statements of Neff Holdings not included in this prospectus. We have derived the selected historical financial data as of June 30, 2014 and for the six months ended June 30, 2013 and 2014 from the unaudited consolidated financial statements of Neff Holdings included elsewhere in this prospectus. We have derived the selected historical financial data as of June 30, 2013 from the unaudited consolidated financial statements of Neff Holdings not included in this prospectus. In the opinion of management, such unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for those periods.

        The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. The following selected historical consolidated financial data should be read in conjunction with, and is qualified by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and the notes thereto included elsewhere in this prospectus.

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	Historical Neff Holdings
	Year Ended December 31,									Six Months Ended June 30,
	2011			2012			2013			2013			2014
	(in thousands of dollars)
Statement of Operations Data:
Revenues:
Rental revenues	$	197,430		$	234,609		$	281,038		$	130,744		$	152,626
Equipment sales		36,934			44,828			33,487			13,429			10,794
Parts and service		10,478			11,540			12,682			6,194			6,675
Total revenues		244,842			290,977			327,207			150,367			170,095
Cost of revenues:
Cost of equipment sold		27,497			25,528			19,204			7,888			6,119
Depreciation of rental equipment		84,438			66,017			70,768			34,667			36,489
Cost of rental revenues		64,824			69,337			74,482			34,819			37,624
Cost of parts and service		6,452			6,982			7,677			3,716			4,094
Total cost of revenues		183,211			167,864			172,131			81,090			84,326
Gross profit		61,631			123,113			155,076			69,277			85,769
Other operating expenses:
Selling, general and administrative expenses		65,901			71,621			78,617			38,386			40,372
Other depreciation and amortization		11,937			9,041			8,968			4,622			4,708
Transaction bonus(1)		—			—			—			—			24,506
Total other operating expenses		77,838			80,662			87,585			43,008			69,586
(Loss) income from operations		(16,207	)		42,451			67,491			26,269			16,183
Other expenses:
Interest expense(2)		16,524			23,221			24,598			12,103			15,119
Loss on debt extinguishment(3)		—			—			—			—			15,896
Other non-operating expenses, net(4)		3,267			1,563			1,929			804			2,339
Provision for income taxes		(785	)		(159	)		(471	)		(332	)		(238	)
Net (loss) income	$	(36,783	)	$	17,508		$	40,493		$	13,030		$	(17,409	)
Balance Sheet Data (as of period end):
Cash and cash equivalents	$	162		$	586		$	190		$	159		$	589
Rental equipment:
Rental equipment at cost		318,855			440,810			516,182			507,691			623,656
Accumulated depreciation		(90,250	)		(124,930	)		(168,926	)		(150,003	)		(197,233	)
Rental equipment, net		228,605			315,880			347,256			357,688			426,423
Total assets		377,052			479,059			526,702			525,632			612,078
Total indebtedness(5)		278,700			342,621			479,200			384,600			896,315
Members' surplus (deficit)		52,379			71,365			3,082			85,007			(343,684	)
Cash Flow Data:
Cash flow from operating activities		44,238			68,331			108,410			50,225			35,576
Cash flow from investing activities		(90,663	)		(131,022	)		(125,332	)		(92,631	)		(106,164	)
Cash flow from financing activities		45,684			63,115			16,526			41,979			70,987

(1)

Represents the transaction bonus paid to certain management and independent members of the board of directors in connection with the Refinancing. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Highlights—Refinancing."

(2)

Interest expense excludes the amortization of debt issue costs (see footnote (4)).

(3)

Loss on debt extinguishment includes $8.7 million in unamortized debt issue costs as well as $7.2 million in call premiums.

(4)

Other non-operating expenses, net represents amortization of debt issue costs of $1.2 million, $1.5 million and $1.9 million, for the years ended December 31, 2011, 2012 and 2013, respectively, and $0.8 million and $2.3 million for the six months ended June 30, 2013 and 2014, respectively. Other non-operating expenses, net also includes $1.6 million for reorganizational expenses and $0.5 million for loss on an interest rate swap for the year ended December 31, 2011. Other non-operating expenses, net also includes $0.1 million for loss on an interest rate swap for the year ended December 31, 2012.

(5)

As of June 30, 2014, our outstanding indebtedness consisted of borrowings under the Revolving Credit Facility and the Second Lien Loan.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with the sections entitled "Risk Factors," "Selected Historical Consolidated Financial Data" and the financial statements and the notes thereto included elsewhere in this prospectus. The historical financial data discussed below reflects the historical results of operations and financial condition of Neff Holdings and its consolidated subsidiaries and does not give effect to the Organizational Transactions. See "Our Organizational Structure" and "Unaudited Pro Forma Condensed Consolidated Financial Information" included elsewhere in this prospectus for a description of the Organizational Transactions and their effect on our historical results of operations. In addition, the statements in this discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Risk Factors" and "Forward-Looking Statements." Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Overview

        We are a leading regional equipment rental company in the United States, focused on the fast-growing Sunbelt states. We offer a broad array of equipment rental solutions for our diverse customer base, including infrastructure, non-residential construction, oil and gas, municipal and residential construction customers. Our broad fleet of equipment includes earthmoving, material handling, aerial and other related rental equipment, which we package together to meet the specific needs of our customers. We consider the earthmoving equipment category to be a core competency of our Company and a key differentiator of our business.

        Our revenues are affected primarily by the time utilization of the equipment in our rental fleet, the rental rates we can charge for that equipment and the amount of equipment we have in our fleet available for rent. See "—Key Performance Measures" for definitions of time utilization and rental rates. We generate revenues from the following three sources:

•

Rental revenues—this consists of rental revenues and related revenues such as the fees we charge for the pickup and delivery of equipment, damage waivers and other surcharges.

•

Equipment sales—this consists primarily of revenues from the sale of our used rental equipment and also includes sales of ancillary new equipment to our customers.

•

Parts and service—this includes revenues from customers for fuel and the repair of damaged rental equipment as well as from the sale of complementary parts, supplies and merchandise to our customers in conjunction with our equipment rental business.

Outlook

        We operate in a competitive and capital-intensive environment. The participants in our industry consist of national, regional and local rental companies, certain original equipment manufacturers, or OEMs, and their dealers. The equipment rental industry is highly cyclical and its revenues are closely tied to general economic conditions and to conditions in the construction industry in particular. Time utilization and rental rates are a function of market demand, which in turn is tied to the general economic conditions in the geographic regions in which we operate, particularly conditions affecting the non-residential construction industry.

        Beginning in the second half of 2011 and continuing through the present, the U.S. construction industry has been growing, which in turn has had a positive impact on the equipment rental industry. We believe that the rental industry will continue to benefit from improving macroeconomic and construction industry conditions. Industry research sources have recently provided optimistic outlooks for U.S.

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construction spending, including FMI Construction Outlook, which estimates total U.S. construction spending to grow by more than 6.0% each year from 2014 to 2018. We believe that part of this industry growth will be driven by the ongoing secular shift in North America toward reliance on equipment rental instead of ownership, as evidenced by the increasing penetration rate. According to the American Rental Association Equipment Rental Penetration Index, the penetration rate rose from 51% in 2012 to 53% in 2013. We believe that the shift from owning to renting equipment in North America will continue as construction and industrial firms recognize the advantages of renting rather than owning equipment, and that this trend will continue to result in increased penetration rates in the future. We believe that these trends should continue to support increased rental demand and will result in continued improvement in our business. However, these macroeconomic factors are outside of our control, and we cannot assure you that the improvement in our operating results that we have experienced will continue in future periods. See "Risk Factors—Risks Relating to Our Business—The equipment rental industry is highly cyclical. Decreases in construction or industrial activities could materially adversely affect our revenues and operating results by decreasing the demand for our equipment or the rental rates or prices we can charge."

        Overall, the rental industry has benefited from growth in U.S. construction spending over the past two years and a decrease in excess available rental equipment. These factors, along with management initiatives focused on increasing rental rates, have led to strong year-over-year increases in rental rates and rental revenues for approximately the past four years. A large proportion of our costs are fixed and, as a result, there is a strong correlation between an increase or decrease in our rental revenues and an increase or decrease in our profitability. Thus, the recent increases in rental revenues have led to a significant improvement in our income from operations. We believe that we will continue to benefit from the operating leverage afforded us by the fixed cost nature of our business to the extent we are able to continue to grow our revenues in future periods through increases in rental rates and the amount of equipment we are able to support on our existing branch network.

Seasonality and Other External Factors That Affect Our Business

        Our operating results are subject to annual and seasonal fluctuations resulting from a variety of factors, including:

•

the seasonality of rental activity by our customers, with lower activity levels during the winter;

•

the cyclicality of the construction industry;

•

the number of our significant competitors and the competitive supply of rental equipment; and

•

general economic conditions.

        In addition, our operating results may be affected by severe weather events (such as hurricanes and flooding) in the regions we serve. Severe weather events can result in short-term reductions in construction activity levels, but after these periods of reduced construction activity, repair and reconstruction efforts have historically resulted in periods of increased demand for rental equipment.

Financial Highlights

        During the years ended December 31, 2012 and 2013 and the six months ended June 30, 2014, our business has benefitted from the sustained strengthening in the demand for rental equipment in the end-markets and regions we serve for the reasons discussed above. Time utilization of the units in our rental fleet first stabilized in 2010, and since then it has increased and continues to hold at strong levels. With improved time utilization, we have been able to adjust our rental rates in line with customer demand. The increased revenues resulting from the combination of improved time utilization and rental rates gave us the momentum and the liquidity to invest significantly in purchasing additional equipment to add to our rental fleet, and therefore further increase our operating income as we leveraged a larger rental fleet across our existing scalable network of branch locations. As a result, our Adjusted EBITDA increased

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25.7% to $150.8 million for the year ended December 31, 2013 as compared to the prior year, and increased 24.9% to $83.2 million for the six months ended June 30, 2014 as compared to the same period in the prior year, as illustrated in the table below:

	Year Ended December 31,				Six Months Ended June 30,
	2012		2013		2013		2014
	(in thousands of dollars)
Net income (loss)	$	17,508	$	40,493	$	13,030	$	(17,409	)
Interest expense		23,221		24,598		12,103		15,119
Provision for income taxes		159		471		332		238
Depreciation of rental equipment		66,017		70,768		34,667		36,489
Other depreciation and amortization		9,041		8,968		4,622		4,708
Amortization of debt issue costs		1,461		1,929		804		2,339
EBITDA		117,407		147,227		65,558		41,484
Loss on debt extinguishment(a)		—		—		—		15,896
Transaction bonus(b)		—		—		—		24,506
Rental split expense(c)		932		2,343		419		745
Equity compensation expense(d)		1,478		1,224		612		528
Other(e)		102		—		—		—
Adjusted EBITDA	$	119,919	$	150,794	$	66,589	$	83,159

(a)

Represents expenses and realized losses that were incurred in connection with the redemption of our Senior Secured Notes (as defined below under "—Refinancing").

(b)

Represents the transaction bonus paid to certain management and independent members of the board of directors in connection with the Refinancing. See "—Refinancing."

(c)

Represents cash payments made to suppliers of equipment in connection with rental splits, which payments are credited against the purchase price of the applicable equipment if Neff Holdings elects to purchase that equipment. See "—Results of Operations" for a discussion of rental splits.

(d)

Represents non-cash equity-based compensation expense recorded in the periods presented in accordance with GAAP.

(e)

Represents (i) the adjustment of certain interest rate swaps to fair value and (ii) loss on interest rate swaps.

        For more information regarding our calculation and inclusion of Adjusted EBITDA, see "Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Data."

Refinancing

        On June 9, 2014, Neff Holdings completed a refinancing, which we refer to as the "Refinancing," in which it refinanced certain of its existing debt, paid a distribution to its members and paid related fees and expenses. Prior to the Refinancing, Neff Holdings and its subsidiaries had a long-term debt capitalization consisting of a $375.0 million senior secured asset-based revolving credit facility, which we refer to as the "Revolving Credit Facility," and $200.0 million in aggregate principal amount of 9.625% Senior Secured Notes due 2016, which we refer to as the "Senior Secured Notes." In the Refinancing, Neff Holdings and its subsidiaries:

•

increased the commitments under the Revolving Credit Facility to $425.0 million, increasing liquidity available for purchases of rental equipment, other working capital and other general corporate purposes;

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•

borrowed $575.0 million of term loans under a second lien credit agreement, which we refer to as the "Second Lien Loan";

•

used a portion of the net proceeds of the Second Lien Loan to prepay the Senior Secured Notes in full, together with a prepayment premium and accrued and unpaid interest thereon;

•

used a portion of the net proceeds of the Second Lien Loan to make a $354.4 million distribution to the members of Neff Holdings and to pay the transaction bonus to certain management and independent members of the board of directors; and

•

used a portion of the net proceeds of the Second Lien Loan to pay fees and expenses related to the above transactions.

        As a result of the Refinancing, the net indebtedness of Neff Holdings and its subsidiaries increased by approximately $375.0 million and we estimate that our effective per annum interest expense increased by approximately $22.4 million per year. We intend to apply approximately $         million of the net proceeds from this offering to prepay a portion of the Second Lien Loan and approximately $         million of the net proceeds from this offering to repay a portion of borrowings outstanding under our Revolving Credit Facility, and we expect that our total per annum interest expense will decline accordingly. Because the Refinancing occurred in June 2014, the net increase in interest expense is not fully reflected in the six months ended June 30, 2014. However, other expenses incurred in connection with the Refinancing adversely affected our results for the six months ended June 30, 2014, including a loss on the extinguishment of debt related to the redemption of the Senior Secured Notes of $15.9 million and an expense for the transaction bonus paid to certain management and independent members of the board of directors in connection with the completion of the Refinancing of $24.5 million.

Company Structure and Effects of the Organizational Transactions

        The historical results of operations discussed in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are those of Neff Holdings and its consolidated subsidiaries prior to the Organizational Transactions and this offering, and do not reflect certain items that we expect will affect our results of operations and financial condition after giving effect to the Organizational Transactions and the use of proceeds from this offering.

        Neff Holdings is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal income tax. Rather, taxable income or loss is included in the respective U.S. federal income tax returns of Neff Holdings' members. Prior to the consummation of this offering, the Wayzata funds are the only members of Neff Holdings.

        Following the completion of the Organizational Transactions and this offering, Neff Corporation, the issuer in this offering, will become the sole managing member of Neff Holdings and will purchase newly-issued common units of Neff Holdings representing a      % equity interest in Neff Holdings (or      % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). As the sole managing member of Neff Holdings, we will control its business and affairs and, therefore, we will consolidate its financial results with ours. Immediately after the Organizational Transactions and this offering, Wayzata will retain common units in Neff Holdings representing a collective      % economic interest (or      % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock) and a non-controlling interest in Neff Holdings, and we will reflect Wayzata's collective economic interest as a non-controlling interest in our consolidated financial statements. As a result, our net income, after excluding the non-controlling interest of Wayzata, will represent      % of Neff Holdings' net income (or      % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock) and our only material asset will be our corresponding      % economic interest (or      % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock) and controlling interest in Neff Holdings. Neff Holdings is a holding company

65

that conducts no operations and, as of the consummation of this offering, its only material asset will be the equity interests of its direct and indirect subsidiaries. Neff Holdings acquired the equity of its subsidiaries, which we refer to as the "Acquisition," from our Prior Predecessor pursuant to our Prior Predecessor's plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Acquisition closed on October 1, 2010.

        After completion of the Organizational Transactions and this offering, we expect that our results of operations and financial condition will be affected by the following additional factors that are not reflected in the historical financial information of Neff Holdings discussed below. For more information on the pro forma impact of the Organizational Transactions and this offering, as well as the other aspects of the Organizational Transactions, see "Our Organizational Structure" and "Unaudited Pro Forma Condensed Consolidated Financial Information."

•

Provision For (Benefit From) Income Tax—We will become a taxpayer subject to income taxes at rates generally applicable to C corporations, and therefore our results of operations will be affected by the amount of accruals for tax benefits or payments that Neff Holdings (as a partnership for U.S. federal income tax purposes) historically has not reflected in its results of operations. We expect that our effective combined federal and state income tax rate will be approximately 39% after giving effect to the Organizational Transactions. For more information on the income taxes that will be applicable to us as a C corporation, see "Our Organizational Structure" and "Unaudited Pro Forma Consolidated Financial Information."

•

Potential Tax Benefit Due to Step-up In Basis—We expect to obtain an increase in our share of the tax basis of the assets of Neff Holdings as a result of the Organizational Transactions, including any purchase of common units from Wayzata with the proceeds from this offering and the use of proceeds from this offering to repay certain indebtedness of Neff Holdings. We may obtain a similar increase in our share of the tax basis of the assets of Neff Holdings in the future, when (as described below under "Certain Relationships and Related Party Transactions—Neff Holdings LLC Agreement—Agreement in Effect Upon Completion of this Offering—Common Unit Redemption Right") an existing owner receives shares of our Class A common stock or cash at our election in connection with an exercise of such existing owner's right to have common units in Neff Holdings held by such existing owner redeemed by Neff Holdings or, at the election of Neff Corporation, exchanged (which we intend to treat as our direct purchase of common units from such existing owner for U.S. federal income and other applicable tax purposes, regardless of whether such common units are surrendered by an existing owner to Neff Holdings for redemption or sold to us upon the exercise of our election to acquire such common units directly). Moreover, pursuant to U.S. Treasury regulations governing the purchase of an equity interest in a partnership (including a limited liability company such as Neff Holdings that is taxed as a partnership) at a time when the assets of the partnership have a fair market value in excess of tax basis, our purchase of Neff Holdings' common units directly from Neff Holdings with a portion of the proceeds from this offering will result in certain special allocations of Neff Holdings' items of loss or deduction to us over time that are in excess of our pro rata share of such items of loss or deduction. The step-up in tax basis and the special allocations described above may result in a reduction in the amount of taxes that we are required to pay relative to the amount of taxes payable by other members of Neff Holdings who are similarly situated but who do not receive a similar step-up in basis or special allocations. For more information, see "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

•

Tax Receivable Agreement—We will enter into a Tax Receivable Agreement with our existing owners pursuant to which we will be obligated to pay to our existing owners 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of the step-up in basis and special allocations discussed above. We anticipate that we will account

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for the effects of these increases in tax basis and associated payments under the Tax Receivable Agreement arising from future redemptions or exchanges as follows:

•

we will record an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the redemption or exchange;

•

to the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, we will reduce the deferred tax asset with a valuation allowance; and

•

we will record 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the deferred liability associated with the future payments due under the Tax Receivable Agreement and the remaining 15% of the estimated realizable tax benefit as an increase to additional paid-in capital.

        All of the effects of changes in any of our estimates after the date of the exchange will be included in net income for the period in which those changes occur. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income for the period in which the change occurs. For more information on the Tax Receivable Agreement, including a discussion of the range of aggregated payments to be made, the timing of such payments, and how we intend to fund such payments, see "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

        In addition, we expect that after the consummation of this offering our financial statements also will reflect additional equity incentive compensation expense, certain public company compliance costs and the effects of non-controlling interests in Neff Holdings. See "Risk Factors," "Executive Compensation," "Certain Relationships and Related Party Transactions," and "Unaudited Pro Forma Condensed Consolidated Financial Information."

Key Performance Measures

        From time to time we use certain key performance measures in evaluating our business and results of operations and we may refer to one or more of these key performance measures in this "Management's Discussion and Analysis of Financial Condition and Results of Operations." These key performance measures include:

•

Adjusted EBITDA—we define Adjusted EBITDA as net income (loss) plus interest expense, provision for income taxes, depreciation of rental equipment, other depreciation and amortization and amortization of debt issue costs, as further adjusted to give effect to various non-cash and other items that we do not consider to be unusual or otherwise not indicative of our ongoing operations.

•

OEC—we present OEC, defined as the first cost of acquiring the equipment, or in the case of used equipment purchases and rental splits, an estimate of the first cost that would have been paid to acquire the equipment if it had been purchased new in its year of manufacture, as the daily average OEC of equipment on rent, divided by the OEC of all equipment in the rental fleet during the relevant period.

•

Rental rates—we define rental rates as the rates charged to our customers on rental contracts that typically are for a daily, weekly or monthly term. Rental rates change over time based on a combination of pricing, the mix of equipment on rent and the mix of rental terms with customers. Period over period changes in rental rates are calculated on a weighted average with the weighting based on prior period revenue mix.

•

Time utilization—we define time utilization as the daily average OEC of equipment on rent, divided by the OEC of all equipment in the rental fleet during the relevant period.

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Results of Operations

        The following summary highlights the key elements of certain line items discussed further below in the period-over-period analysis of our results of operations:

•

Total Revenues:

•

Rental Revenues:  relates primarily to revenues received from customers under leases for our rental equipment and includes related revenues such as the fees we charge for the pickup and delivery of equipment, damage waivers and other surcharges.

•

Equipment Sales:  relates primarily to revenues received from third parties upon the sale of used equipment from our rental fleet, which generally increases in the winter months when customer activity and time utilization are comparatively lower. To a much lesser extent, this line item also includes revenues received upon the sale to customers of ancillary new equipment.

•

Parts and Service:  relates primarily to revenues received from sales of complementary parts, supplies and merchandise in conjunction with our equipment rental business, as well as from services provided to repair rental equipment damaged by customers, which is billable to our customers, and fuel costs charged to customers.

•

Cost of Equipment Sold:  relates primarily to the net book value of our used rental fleet that is sold in the ordinary course of our active fleet management.

•

Depreciation of Rental Equipment:  relates to the depreciation of the cost of equipment in our rental fleet and is generally calculated on a straight-line basis over the estimated service life of the asset (generally two to eight years with a 10% to 20% residual value).

•

Cost of Rental Revenues:  relates primarily to the delivery and retrieval of rental equipment (including fuel), maintenance and repairs to our rental equipment fleet (including parts), and labor costs and related payroll expenses (such as insurance, benefits and overtime) for drivers and mechanics. This line item also includes the portion of rental revenues paid over to OEMs under rental splits described below that we may have in place from time to time.

•

Cost of Parts and Service:  relates primarily to costs attributable to the sale of parts and fuel directly to customers and service provided for the maintenance and repair of our equipment damaged by customers, which is billable to our customers.

•

Selling, General and Administrative Expenses:  relates primarily to general selling, general overhead and administrative costs such as branch management and sales, accounting, finance, legal and marketing expenses. This line item also includes payments under leases for our headquarters and branch locations, expenses associated with software licenses, property taxes payable on our rental equipment and payroll, sales commission, bonus and benefits expenses allocable to executive, regional and branch management. This line item also includes provisions for bad debt expense and any ordinary course litigation expense.

•

Other Depreciation and Amortization:  relates primarily to depreciation of non-rental property, plant and equipment—such as trucks and trailers used to transport rental equipment as well as office equipment—and amortization of intangibles such as customer lists.

•

Interest Expense:  relates primarily to interest expense incurred in connection with our long-term debt facilities and the amortization of the related original issue discount, in each case for the periods in which those debt obligations were outstanding. See "—Financial Highlights—Refinancing" and "Description of Certain Indebtedness."

        We utilize rental splits in our operations. Rental splits are a consignment arrangement of new equipment by OEMs in which we hold their equipment in our rental fleet for a period of time (typically

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between three and 12 months) and agree to share with the OEM a percentage of the rental revenue we receive on the rental of that unit. We do not take title to the unit under this arrangement and we can return the unit to the OEM at any time at no additional cost to us. We also can elect to purchase the unit from the OEM from time to time. The revenue we pay to the OEM under rental splits is expensed in cost of rental revenues on our statement of operations, but added back to Adjusted EBITDA in order to maintain comparability to our results from period to period. If we exercise the option to purchase the unit, the unit becomes part of our rental fleet and is depreciated, with depreciation added back to Adjusted EBITDA. Before we exercise the option to purchase a unit, we count the unit as part of our rental fleet for OEC calculations but do not depreciate the unit. As of June 30, 2014, rental splits accounted for approximately 2.1% of our average OEC.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

        The following table illustrates our operating activity for the six months ended June 30, 2014 and the six months ended June 30, 2013.

	For the Six Months Ended June 30,
	2013			2014			% Change
	(in thousands of dollars)
Revenues:
Rental revenues	$	130,744		$	152,626			16.7
Equipment sales		13,429			10,794			(19.6	)
Parts and service		6,194			6,675			7.8
Total revenues		150,367			170,095			13.1
Cost of revenues:
Cost of equipment sold		7,888			6,119			(22.4	)
Depreciation of rental equipment		34,667			36,489			5.3
Cost of rental revenues		34,819			37,624			8.1
Cost of parts and service		3,716			4,094			10.2
Total cost of revenues		81,090			84,326			4.0
Gross profit		69,277			85,769			23.8
Other operating expenses:
Selling, general and administrative expenses		38,386			40,372			5.2
Other depreciation and amortization		4,622			4,708			1.9
Transaction bonus		—			24,506			nm
Total other operating expenses		43,008			69,586			61.8
Income from operations		26,269			16,183			(38.4	)
Other expenses:
Interest expense		12,103			15,119			24.9
Loss on extinguishment of debt		—			15,896			nm
Amortization of debt issue costs		804			2,339			nm
Total other expenses		12,907			33,354			nm
Income (loss) before income taxes		13,362			(17,171	)		nm
Provision for income taxes		(332	)		(238	)		(28.3	)
Net income (loss)	$	13,030		$	(17,409	)		nm

"nm"—means not meaningful

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        Total Revenues.    Total revenues for the six months ended June 30, 2014 increased 13.1% to $170.1 million from $150.4 million for the six months ended June 30, 2013. The components of our revenues are rental revenues, equipment sales and parts and service, and the changes between periods in each of these components are discussed below.

        Rental Revenues.    Rental revenues for the six months ended June 30, 2014 increased 16.7% to $152.6 million from $130.7 million for the six months ended June 30, 2013. Approximately half of the increase in rental revenues was due to an increase in rental rates. The remaining portion of the increase was attributable to an increase in the amount of equipment on rent, which was largely due to a larger rental fleet. For the six months ended June 30, 2014, we estimate that our rental rates increased 7.2%, driven by stronger economic conditions. For the six months ended June 30, 2014, the average OEC of our rental fleet increased by 12.1% to $658.8 million from $587.4 million at June 30, 2013, as a result of increased capital expenditures. Time utilization for the six months ended June 30, 2014 was unchanged at 70.3%.

        Equipment Sales.     Equipment sales for the six months ended June 30, 2014 decreased 19.6% to $10.8 million from $13.4 million for the six months ended June 30, 2013. The decrease in equipment sales revenues was primarily due to lower volume of sales of used equipment.

        Parts and Service.    Revenues from the sales of parts and service for the six months ended June 30, 2014 increased 7.8% to $6.7 million from $6.2 million for the six months ended June 30, 2013. The increase in these revenues for the six months ended June 30, 2014 was primarily due to increased fuel costs charged to customers as a result of the increase in the amount of equipment on rent.

        Cost of Equipment Sold.    Costs associated with the sale of rental equipment decreased 22.4% to $6.1 million for the six months ended June 30, 2014 from $7.9 million for the six months ended June 30, 2013. The decrease in costs associated with the sale of rental equipment was due primarily to the lower volume of equipment sold during the six months ended June 30, 2014.

        Depreciation of Rental Equipment.    Depreciation of rental equipment increased 5.3% to $36.5 million for the six months ended June 30, 2014 from $34.7 million for the six months ended June 30, 2013. The increased depreciation expense of rental equipment was primarily due to the increase in the number of units in our rental fleet and the related increase in the cost of our rental equipment. As a percentage of rental revenues, depreciation of rental equipment decreased to 23.9% for the six months ended June 30, 2014 from 26.5% for the six months ended June 30, 2013. This decrease was primarily attributable to the increase in comparative rental revenues, since depreciation expense is more closely correlated to the size of the rental fleet and does not necessarily increase at the same rate as the increase in rental revenue.

        Cost of Rental Revenues.    Costs associated with our rental revenues increased 8.1% to $37.6 million for the six months ended June 30, 2014 from $34.8 million for the six months ended June 30, 2013. The increase in cost of rental revenues was primarily a result of increased payroll and payroll related expenses and increased equipment repair costs due primarily to higher amounts of equipment on rent. As a percentage of rental revenues, cost of rental revenues decreased to 24.7% for the six months ended June 30, 2014 from 26.6% for the six months ended June 30, 2013. This decrease was primarily attributable to the increase in comparative rental revenues, since cost of rental revenues includes costs that are more fixed in nature and do not necessarily increase at the same rate as the increase in rental revenue.

        Cost of Parts and Service.    Costs associated with generating our parts and service revenues increased 10.2% to $4.1 million for the six months ended June 30, 2014 from $3.7 million for the six months ended June 30, 2013 due primarily to increased fuel costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased $2.0 million, or 5.2%, to $40.4 million for the six months ended June 30, 2014 from $38.4 million for the six months ended June 30, 2013. The net increase in selling, general and administrative expenses was

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attributable to several factors. Employee salaries, benefits and related employee expenses increased $1.5 million primarily as a result of higher salaries, wages and payroll taxes and increased commissions and incentive pay that resulted from higher rental revenues and improved financial results. Software licensing costs increased by $0.3 million and provision for bad debt expense increased by $0.5 million. As a percentage of total revenues, selling, general and administrative expenses were 23.7% for the six months ended June 30, 2014, a decrease from 25.5% for the same period in 2013, primarily as a result of the current year increase in total revenues.

        Other Depreciation and Amortization.    Other depreciation and amortization expense was essentially flat, increasing to $4.7 million for the six months ended June 30, 2014 from $4.6 million for the six months ended June 30, 2013.

        Transaction Bonus.    Transaction bonus for the six months ended June 30, 2014 was $24.5 million. This amount reflects bonuses earned in connection with the Refinancing on June 9, 2014. There was no transaction bonus for the six months ended June 30, 2013. See "—Financial Highlights—Refinancing."

        Interest Expense.    Interest expense for the six months ended June 30, 2014 increased 24.9% to $15.1 million from $12.1 million for the six months ended June 30, 2013. The increase in interest expense was primarily due to an increase in outstanding balances on our Revolving Credit Facility. On June 9, 2014, as part of the Refinancing, we refinanced our $200.0 million of Senior Secured Notes, which accrued interest at 9.625% per annum, with the proceeds of our $575.0 million Second Lien Loan, which currently accrues interest at 7.250% per annum. The net increase in annualized interest expense between the Senior Secured Notes and the Second Lien Loan is approximately $22.4 million, but because the Refinancing occurred in June 2014, it did not materially affect interest expense for the six months ended June 30, 2014. See "—Financial Highlights—Refinancing."

        Loss on Extinguishment of Debt.    Loss on extinguishment of debt was $15.9 million for the six months ended June 30, 2014. The loss on extinguishment of debt included the write-off of $8.7 million in unamortized debt issue costs on the Senior Secured Notes, as well as $7.2 million paid in call premiums paid in connection with the redemption of the Senior Secured Notes. There was no loss on extinguishment of debt for the six months ended June 30, 2013.

        Amortization of Debt Issue Costs.    Amortization of debt issue costs for the six months ended June 30, 2014 increased to $2.3 million from $0.8 million for the six months ended June 30, 2013. The increase in amortization of debt issue costs was primarily due to consent fees paid in November 2013 relating to amendments to our Revolving Credit Facility and the Senior Secured Notes.

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Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

        The following table illustrates our operating activity for the years ended December 31, 2013 and 2012.

	For the Year Ended December 31,
	2012			2013			% Change
	(in thousands of dollars)
Revenues:
Rental revenues	$	234,609		$	281,038			19.8
Equipment sales		44,828			33,487			(25.3	)
Parts and service		11,540			12,682			9.9
Total revenues		290,977			327,207			12.5
Cost of revenues:
Cost of equipment sold		25,528			19,204			(24.8	)
Depreciation of rental equipment		66,017			70,768			7.2
Cost of rental revenues		69,337			74,482			7.4
Cost of parts and service		6,982			7,677			10.0
Total cost of revenues		167,864			172,131			2.5
Gross profit		123,113			155,076			26.0
Other operating expenses:
Selling, general and administrative expenses		71,621			78,617			9.8
Other depreciation and amortization		9,041			8,968			(0.8	)
Total other operating expenses		80,662			87,585			8.6
Income from operations		42,451			67,491			59.0
Other expenses:
Interest expense		23,221			24,598			5.9
Loss on interest rate swaps		102			—			nm
Amortization of debt issue costs		1,461			1,929			32.0
Total other expenses		24,784			26,527			7.0
Income before income taxes		17,667			40,964			131.9
Provision for income taxes		(159	)		(471	)		nm
Net income	$	17,508		$	40,493			131.3

"nm"—means not meaningful

        Total Revenues.    Total revenues for the year ended December 31, 2013 increased 12.5% to $327.2 million from $291.0 million for the year ended December 31, 2012. The components of our total revenues are rental revenues, equipment sales and parts and service, and the changes between periods in each of these components are discussed below.

        Rental Revenues.     Rental revenues for the year ended December 31, 2013 increased 19.8% to $281.0 million from $234.6 million for the year ended December 31, 2012. The most significant factors driving the increase in rental revenues, combining to contribute approximately 60% of the year-over-year increase in rental revenues, were an increase in the amount of equipment on rent, as a result of an increase in the size of our rental fleet, and an increase in the time utilization of our larger fleet. The remainder of the increase in rental revenues was attributable to an increase in rental rates, which contributed approximately 40% of the year-over-year increase in rental revenues. For the year ended December 31, 2013, the average OEC, including cost of equipment under lease, of our rental fleet increased by 15.0% to $606.6 million at December 31, 2013 from $527.3 million at December 31, 2012, as a result of increased capital expenditures. Time utilization for the year ended December 31, 2013

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increased 3.2% to 70.9% from 68.7% for the year ended December 31, 2012. For the year ended December 31, 2013, we estimate that our rental rates increased 6.4%, driven by stronger economic conditions and an increase in demand for equipment in certain key regions in which we operate.

        Equipment Sales.     Equipment sales for the year ended December 31, 2013 decreased 25.3% to $33.5 million from $44.8 million for the year ended December 31, 2012. The decrease in equipment sales revenues was primarily due to lower volume of sales of used equipment.

        Parts and Service.     Revenues from the sales of parts and service for the year ended December 31, 2013 increased 9.9% to $12.7 million from $11.5 million for the year ended December 31, 2012. The increase in these revenues for the year ended December 31, 2013, was primarily due to increased parts and supplies charged to customers for the year ended December 31, 2013 as a result of the increase in the amount of equipment on rent.

        Cost of Equipment Sold.    Costs associated with the sale of rental equipment decreased 24.8% to $19.2 million for the year ended December 31, 2013 from $25.5 million for the year ended December 31, 2012. The decrease in costs associated with the sale of rental equipment was due primarily to the decrease in volume of equipment sales.

        Depreciation of Rental Equipment.    Depreciation of rental equipment increased 7.2% to $70.8 million for the year ended December 31, 2013 from $66.0 million for the year ended December 31, 2012. The increased depreciation expense of rental equipment was primarily due to the increase in the number of units in our rental fleet and the related increase in the cost of our rental fleet. As a percentage of rental revenues, depreciation of rental equipment decreased to 25.2% for the year ended December 31, 2013 from 28.1% for the year ended December 31, 2012. This decrease was primarily attributable to the increase in comparative rental revenues, since depreciation expense is more closely correlated to the size of the rental fleet and does not necessarily increase at the same rate as the increase in rental revenue.

        Cost of Rental Revenues.    Maintenance costs associated with our rental equipment increased 7.4% to $74.5 million for the year ended December 31, 2013 from $69.3 million for the year ended December 31, 2012. The increase in maintenance costs associated with our rental equipment was primarily a result of increased rental split expense, increased payroll and payroll related expenses and increased equipment repair costs due primarily to higher amounts of equipment on rent. As a percentage of rental revenues, cost of rental revenues decreased to 26.5% for the year ended December 31, 2013 from 29.6% for the year ended December 31, 2012. This decrease was primarily attributable to the increase in comparative rental revenues, since cost of rental revenues includes costs that are more fixed in nature and do not necessarily increase at the same rate as the increase in rental revenue.

        Cost of Parts and Service.    Costs associated with generating our parts and service revenues increased 10.0% to $7.7 million for the year ended December 31, 2013 from $7.0 million for the year ended December 31, 2012. The increase in cost of parts and service was primarily due to the increase in parts and service charged to customers.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased $7.0 million, or 9.8%, to $78.6 million for the year ended December 31, 2013 from $71.6 million for the year ended December 31, 2012. The net increase in selling, general and administrative expenses was attributable to several factors. Employee salaries, benefits and related employee expenses increased $4.6 million primarily as a result of higher salaries, wages and payroll taxes and increased commissions and incentive pay that resulted from higher rental revenues and improved results. Personal property taxes increased $0.5 million and software licensing costs increased by $0.4 million. As a percentage of total revenues, selling, general and administrative expenses were 24.0% for the year ended December 31, 2013, a decrease from 24.6% for the same period in 2012, primarily as a result of the current year increase in total revenues.

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        Other Depreciation and Amortization.    Other depreciation (which relates to non-rental property, plant and equipment) and amortization expense for the year ended December 31, 2013 decreased slightly to $9.0 million.

        Interest Expense.    Interest expense for the year ended December 31, 2013 increased 5.9%, to $24.6 million from $23.2 million for the year ended December 31, 2012. The increase in interest expense was primarily due to an increase in outstanding balances on our Revolving Credit Facility.

        Loss on Interest Rate Swaps.    On January 4, 2013, we made the final scheduled semiannual net payment of approximately $2.5 million. No gain or loss was recorded on interest rate swaps for the year ended December 31, 2013.

        Amortization of Debt Issue Costs.    Amortization of debt issue costs for the year ended December 31, 2013 increased 32.0%, to $1.9 million from $1.5 million for the year ended December 31, 2012. The increase in amortization of debt issue costs was primarily due to consent fees paid in November 2013 relating to amendments to our Revolving Credit Facility and the Senior Secured Notes.

Liquidity and Capital Resources

Overview

        Our principal needs for liquidity historically have been the purchase of rental fleet equipment, other capital expenditures, including funding start-up costs for new branch locations, and debt service. These will be our principal liquidity needs going forward, in addition to payments under the Tax Receivable Agreement.

        Our largest use of liquidity has been and will continue to be the acquisition of equipment for our rental fleet. Our large rental fleet requires a substantial ongoing commitment of capital. While we can manage the size and aging of our fleet generally over time, eventually we must retire older equipment and either allow our fleet to shrink or replace the older equipment in our fleet with newer models. For the years ended December 31, 2012 and 2013, our net rental equipment capital expenditures totaled approximately $114.9 million and $111.9 million, respectively. We expect net rental equipment capital expenditures for the full years 2014 and 2015 to be similar. We have historically financed these net additions to our rental fleet largely using cash flow from operations and to a lesser extent with borrowings under our Revolving Credit Facility, and we expect that to continue in the future.

        We also use our liquidity to finance other non-rental equipment capital expenditures, typically consisting of property, plant and equipment and funding start-up costs for new branch locations. The liquidity required to open a new branch location typically ranges from $5.0 million to $10.0 million, the majority of which consists of acquisitions of rental fleet equipment for the new branch location. For each of the years ended December 31, 2012 and 2013, our net other capital expenditures totaled approximately $11.0 million, respectively. We expect net other capital expenditures for the full years 2014 and 2015 to be similar. We have historically financed these net other capital expenditures largely using cash flow from operations and to a lesser extent with borrowings under our Revolving Credit Facility, and we expect that to continue in the future.

        Under the terms of our Second Lien Loan as of June 30, 2014, we are not required to make principal payments prior to the stated maturity of June 9, 2021. We expect to finance our debt service going forward, which will consist primarily of interest payments, out of cash flow from operations.

        We will use liquidity going forward to make payments under the Tax Receivable Agreement. We expect these payments to range from $            to $            for the year ending December 31, 2014 and from $            to $            for the year ending December 31, 2015. However, the actual payments under the Tax Receivable Agreement will vary depending on a number of factors. For a discussion of these factors and

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the Tax Receivable Agreement, see "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

        As of June 30, 2014, our principal sources of liquidity consisted of $0.6 million of cash and cash equivalents and availability under our Revolving Credit Facility. As of June 30, 2014, on a pro forma basis after giving effect to this offering and the application of the proceeds therefrom (assuming a price per share of $            , the midpoint of the proposed range), including to repay $40 million of borrowings under our Revolving Credit Facility and prepay $             million of outstanding Second Lien Loans, we would have had outstanding indebtedness of $             million, cash and cash equivalents of $             million and availability of approximately $136.1 million under our Revolving Credit Facility, subject to customary borrowing conditions. We believe that our cash flow from operations, available cash and cash equivalents and available borrowing capacity under the Revolving Credit Facility will be sufficient to meet our liquidity needs for at least the next 12 months.

        To the extent we require additional liquidity, we anticipate that it will be funded through the incurrence of other indebtedness (which may include capital markets indebtedness, the incremental facility under the credit agreement for the Second Lien Loan or indebtedness under other credit facilities), equity financings or a combination thereof. Although we have no specific current plans to do so, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions.

Cash Flows for the Six Months Ended June 30, 2014

        During the six months ended June 30, 2014, our operating activities provided net cash flow of $35.6 million as compared to $50.2 million for the six months ended June 30, 2013. The decrease in cash flows from operating activities was due primarily to the transaction bonus to certain management and independent members of the board of directors which totaled $24.5 million. The decrease was also partially attributable to decreases in working capital.

        Cash used in investing activities was $106.2 million for the six months ended June 30, 2014 as compared to $92.6 million for the six months ended June 30, 2013. Cash used for the purchase of rental equipment was $105.9 million for the six months ended June 30, 2014, compared to $93.0 million for the six months ended June 30, 2013. We received $10.8 million in cash proceeds from the sale of equipment for the six months ended June 30, 2014 compared to $13.4 million for the six months ended June 30, 2013.

        Net cash provided by financing activities was $71.0 million for the six months ended June 30, 2014, compared to $42.0 million for the six months ended June 30, 2013. As part of the Refinancing, we received $572.1 million in net proceeds from the Second Lien Loan which was offset partially by prepayment of our Senior Secured Notes totaling $207.2 (including call premiums), payment of a $329.9 distribution in June 2014 and other refinancing related fees and expenses. The remaining change in cash from financing activities was primarily due to cash provided by the Revolving Credit Facility needed for equipment purchases for the six months ended June 30, 2013.

Cash Flows for the Years Ended December 31, 2013 and 2012

        During the year ended December 31, 2013, our operating activities provided net cash flow of $108.4 million as compared to $68.3 million for the year ended December 31, 2012. The increase is attributable primarily to increases in net income and working capital in 2013 as compared to the prior year.

        Cash used in investing activities was $125.3 million for the year ended December 31, 2013 as compared to $131.0 million for the year ended December 31, 2012. Cash used for the purchase of rental equipment was $144.5 million for the year ended December 31, 2013, compared to $159.2 million for the year ended December 31, 2012. We received $33.5 million in cash proceeds from the sale of equipment for the year ended December 31, 2013 compared to $44.8 million for the year ended December 31, 2012.

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        Net cash provided by financing activities was $16.5 million for the year ended December 31, 2013, compared to $63.1 million for the year ended December 31, 2012. The change in cash provided by financing activities was primarily due to a return in capital to members of Neff Holdings partially offset by an increase in borrowings under the Revolving Credit Facility. See "—Financial Highlights—Refinancing."

Revolving Credit Facility

        Certain of our subsidiaries entered into the Revolving Credit Facility with Bank of America, N.A. as agent, swing line lender and letter of credit issuer, Bank of America, N.A. and Wells Fargo Capital Finance, LLC as co-collateral agents and a syndicate of other banks and financial institutions on October 1, 2010. The Revolving Credit Facility was amended and restated on November 20, 2013, and further amended on June 9, 2014 as part of the Refinancing.

        The Revolving Credit Facility provides $425.0 million in commitments for revolving borrowings, including a $30.0 million sub-limit for the issuance of letters of credit, and a $42.5 million sub-limit for swing-line loans, subject to certain availability conditions. The aggregate amount of all borrowings available to us under the Revolving Credit Facility is the lesser of the aggregate commitments and the "borrowing base", which is a formula that applies certain advance rates against our eligible accounts receivable and our eligible rental equipment and, as a result of which, could result in us not being able to borrow all of the available commitments at any given time. As of June 30, 2014, the borrowing base under the Revolving Credit Facility was $425.0 million. The Revolving Credit Facility matures on November 20, 2018. Borrowings under the Revolving Credit Facility bear interest, at our option, at either a LIBOR rate or base rate, in each case plus an applicable margin. LIBOR loans bear interest at the LIBOR rate plus 250 basis points and base rate loans bear interest at the sum of (a) 150 basis points plus (b) the greatest of (i) the prime rate, (ii) the federal funds rate plus 50 basis points and (iii) LIBOR plus 100 basis points. The applicable margin for LIBOR loans and base rate loans will be subject to quarterly performance pricing adjustments based on our average availability and our consolidated total leverage ratio under the Revolving Credit Facility for the most recently completed quarter. The Revolving Credit Facility provides for the payment to the lenders of an unused line fee of 0.50% if less than 33% of the daily average unused portion under the Revolving Credit Facility is utilized, 0.375% if less than 66% but at least 33% is utilized, and 0.25% if 66% or more is utilized. The unused line fee is payable on the daily average unused portion of the commitments under the Revolving Credit Facility (whether or not then available).

        Neff Holdings and each of its subsidiaries is a borrower or a credit party under the Revolving Credit Facility. Neff Corporation is not a party to the Revolving Credit Facility. The Revolving Credit Facility is secured by first-priority liens on substantially all of the assets of the borrower and the guarantors. The credit agreement for the Revolving Credit Facility contains customary restrictive covenants applicable to each credit party, including, among others, restrictions on the ability to incur additional indebtedness, create liens, make investments and declare or pay dividends. In addition, the Revolving Credit Facility contains financial covenants, applicable at any time excess availability is less than the greater of $35.0 million and 10% of the aggregate commitments of all lenders, or $42.5 million as of June 30, 2014, which require us to maintain (i) a consolidated total leverage ratio of not more than 4.50 to 1.00 from May 1, 2011 to June 9, 2014, 5.95 to 1.00 for each fiscal quarter ended during the period from June 9, 2014 through and including June 30, 2014, stepping down to 5.75 to 1.00 for each fiscal quarter ended during the period from July 1, 2014 through and including December 31, 2014, stepping down to 5.50 to 1.00 for each fiscal quarter ended during the period from January 1, 2015 through and including June 30, 2015, stepping down to 5.25 to 1.00 for each fiscal quarter ended during the period from July 1, 2015 through and including September 30, 2015, stepping down to 5.00 to 1.00 for each fiscal quarter ended during the period from October 1, 2015 through and including December 31, 2015, stepping down to 4.75 to 1.00 for each fiscal quarter ended during the period from January 1, 2016 through and including June 30, 2016, stepping down to 4.50 to 1.00 for each fiscal quarter ended during the period from September 30, 2016 and thereafter, and (ii) a fixed charge coverage ratio of not less than 1.00 to 1.00, in each case, until such time

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as excess availability exceeds the threshold described above for a period of at least 30 consecutive days. As of June 30, 2014, we had total availability under the Revolving Credit Facility of $96.1 million and were in compliance with the applicable covenants in the Revolving Credit Facility. However, the financial covenants in the Revolving Credit Facility would have prohibited us from borrowing in excess of $53.6 million as of June 30, 2014, on an actual basis, and $93.6 million on a pro forma basis after giving effect to this offering and the application of net proceeds therefrom. For additional information regarding the Revolving Credit Facility, see "Description of Certain Indebtedness—The Revolving Credit Facility."

        On or prior to the consummation of this offering, we intend to amend the Revolving Credit Facility to, among other things, reflect the changes in our structure as a result of the Organizational Transactions. We intend to repay approximately $             million of our borrowings under the Revolving Credit Facility with the net proceeds of this offering. See "Use of Proceeds."

Second Lien Loan

        Our subsidiary, Neff Rental LLC, incurred the Second Lien Loan under a senior secured credit facility with Credit Suisse AG, as administrative agent and collateral agent, and the other lenders and agents thereto, on June 9, 2014. The credit agreement for the Second Lien Loan provides for (a) a $575.0 million term loan facility, all of which was drawn on June 9, 2014, and (b) an uncommitted incremental term loan facility not to exceed (together with any incremental equivalent debt) $75.0 million plus additional amounts that may be incurred subject to a pro forma total leverage ratio of 5.25:1.00 and certain other customary conditions. The Second Lien Loan matures on June 9, 2021. The Second Lien Loan bears interest, at our option, at either a LIBOR rate or base rate, in each case plus an applicable margin. LIBOR loans bear interest at the LIBOR rate plus 625 basis points and base rate loans bear interest at the sum of (a) 525 basis points plus (b) the greatest of (i) the prime rate, (ii) the federal funds rate plus 50 basis points and (iii) LIBOR plus 100 basis points. The LIBOR rate margin is subject to a "floor" of 100 basis points. We generally elect the LIBOR rate, and given LIBOR currently is less than 1.00%, our interest rate as of June 30, 2014 under the Second Lien Loan was 7.25% per annum. We must make mandatory prepayments of principal on the Second Lien Loan if our total leverage ratio for any fiscal year, commencing with the fiscal year ending December 15, 2015, exceeds 3.00 to 1.00. These prepayment provisions require us to prepay an amount equal to (i) either 25% of our excess cash flow (if our total leverage ratio is equal to or less than 4.00 to 1.00 but greater than 3.00 to 1.00) or 50% of our excess cash flow (if our total leverage ratio is greater than 4.00 to 1.00) over (ii) the optional prepayment amount for such excess cash flow period.

        Neff Holdings and each of its subsidiaries is a borrower or a credit party under the Second Lien Loan. Neff Corporation is not a party to the Second Lien Loan. The Second Lien Loan is secured by second-priority liens on substantially all of the assets of the borrower and the guarantors. The credit agreement for the Second Lien Loan contains customary incurrence-based restrictive covenants applicable to each credit party, including, among other things, restrictions on the ability to incur additional indebtedness, create liens, make investments and declare or pay dividends. For additional information regarding the Second Lien Loan, see "Description of Certain Indebtedness—The Second Lien Loan Facility."

        On or prior to the consummation of this offering, we intend to amend the Second Lien Loan to, among other things, reflect the changes in our structure as a result of the Organizational Transactions. We intend to prepay approximately $             million of the principal amount of the Second Lien Loan with the net proceeds of this offering and pay approximately $             million in prepayment premiums in connection with that prepayment, plus accrued and unpaid interest on the amount prepaid. See "Use of Proceeds."

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Certain Information Concerning Off-Balance Sheet Arrangements

        As part of our on-going business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of June 30, 2014, we are not involved in any variable interest entities transactions and do not otherwise have any off-balance sheet arrangements.

        In the normal course of our business activities, we lease real estate for our headquarters and branch locations and we may from time to time lease rental equipment and non-rental equipment under operating leases. See "—Contractual and Commercial Commitments" below.

Contractual and Commercial Commitments

        Our contractual obligations and commercial commitments principally include obligations associated with our outstanding indebtedness and interest payments. The following table summarizes our contractual and commercial obligations at December 31, 2013 on an actual basis:

	Payments Due by Year
	Total		2014		2015-2016		2017-2018		Thereafter
	(in thousands of dollars)
Revolving Credit Facility(1)	$	279,200	$	—	$	279,200	$	—	$	—
Interest on Revolving Credit Facility(2)		16,938		7,818		9,121		—		—
Senior Secured Notes(3)		200,000		—		200,000		—		—
Interest on Senior Secured Notes(2)		46,521		19,250		27,271		—		—
Second Lien Loan(4)		—		—		—		—		—
Interest on Second Lien Loan(2)		—		—		—		—		—
Operating leases(5)		21,451		6,246		8,333		4,800		2,072
Total contractual cash obligations	$	564,110	$	33,314	$	523,925	$	4,800	$	2,072

(1)

Includes approximately $4.7 million in outstanding letters of credit as of December 31, 2013. For purposes of this table, we treat revolving balances outstanding under our Revolving Credit Facility as due at maturity. As of December 31, 2013, our Revolving Credit Facility provided aggregate commitments of $375.0 million and would have matured on the earlier of (i) February 15, 2016 (90 days prior to the maturity of the Senior Secured Notes) and (ii) November 20, 2018. For purposes of this table, we treat the Senior Secured Notes as outstanding and the revolving balances outstanding under our Revolving Credit Facility as due on February 15, 2016. As part of the Refinancing on June 9, 2014, we redeemed the Senior Secured Notes in full and increased commitments under our Revolving Credit Facility to $425.0 million, and our Revolving Credit Facility accordingly matures on November 20, 2018. We intend to apply approximately $             million of the net proceeds from this offering to repay a portion of our Revolving Credit Facility. After giving effect to such repayment, we expect that there will remain approximately $             million of borrowings outstanding under the Revolving Credit Facility. See "Use of Proceeds."

(2)

Future interest payments are calculated based on the assumption that (a) all debt outstanding as of December 31, 2013 remains outstanding until maturity, (b) the per annum rate of interest applicable to the indebtedness as of December 31, 2013 remains constant until maturity, (c) any accrued and unpaid interest prior to December 31, 2013 is excluded and (d) the unused line commitment fee, if applicable, is included at a constant rate per annum against the amount of the unused line as of December 31, 2013 through maturity.

(3)

Our Senior Secured Notes originally had a maturity of May 15, 2016, but we redeemed the Senior Secured Notes in full with a portion of the proceeds from the incurrence of the Second Lien Loan as part of the Refinancing on June 9, 2014.

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(4)

We incurred our $575.0 million Second Lien Loan as part of the Refinancing on June 9, 2014. The Second Lien Loan matures on June 9, 2021, do not have any scheduled amortization and bear interest at a variable rate based, at our election, on either a Eurodollar rate or a base rate. At the time of closing the Refinancing, the rate on the Second Lien Loan was 7.25% per annum, resulting in annualized interest of approximately $41.7 million per year. We intend to apply approximately $             million of the net proceeds from this offering to prepay a portion of the Second Lien Loan. After giving effect to such prepayment we expect that there will remain approximately $             million of the Second Lien Loan outstanding resulting in an effective annualized interest rate of approximately $             million. See "Use of Proceeds."

(5)

Represents total operating lease rental payments having initial or remaining non-cancelable lease terms longer than one year. Amounts principally are related to payments required under our leases for our headquarters and branch locations. As of December 31, 2013, we did not have any capital leases. For more information, see Note 11 of our audited consolidated financial statements for the year ended December 31, 2013.

        From time to time we may also enter into capital leases with respect to equipment, but as of December 31, 2013 and June 30, 2014 we did not have any capital leases. In addition, after this offering from time to time we may accrue contractual payment obligations under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Quantitative and Qualitative Disclosures about Market Risk

        We are subject to interest rate risk in connection with our long-term indebtedness. Our principal interest rate exposure relates to loans outstanding under our Revolving Credit Facility and Second Lien Loan. All outstanding indebtedness under the Revolving Credit Facility and Second Lien Loan bears interest at a variable rate based on LIBOR. Each quarter point change in interest rates on the variable portion of indebtedness under our Revolving Credit Facility and Second Lien Loan would result in a change of $0.8 million and $1.4 million, respectively, to our interest expense on an annual basis.

Inflation

        Although we cannot accurately anticipate the effect of inflation on our operations, we believe that inflation has not had for the three most recent fiscal years ended, and is not likely in the foreseeable future to have, a material impact on our results of operations.

Critical Accounting Policies and Estimates

        This "Management's Discussion and Analysis of Financial Condition and Results of Operations" discusses our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to bad debts, intangible assets, income taxes, self-insurance, contingencies and reserves for claims. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about operating results and the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies, among others, involve its more significant estimates and judgments and are therefore particularly important to an understanding of our results of operations and financial position.

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Valuation of Accounts Receivable

        We evaluate the collectability of our receivables based on a combination of factors. We regularly analyze our customer accounts. When we become aware of a specific customer's inability to meet its financial obligations to us, such as in the case of bankruptcy or deterioration in the customer's operating results or financial position, we record a specific reserve for bad debt to reduce the related receivable to the amount we reasonably believe is collectible. We also record reserves for bad debt for all other customers based on a variety of factors including the length of time the receivables are past due, the financial health of the customer, macroeconomic considerations and historical experience. If circumstances related to specific customers change, we may determine that an increase to the reserve is required. Additionally, if actual collections of accounts receivable differ from the estimates we used to determine our reserve, we will increase or decrease, as applicable, the reserve through charges or credits to selling, general and administrative expenses in the consolidated statement of operations for the period in which such changes in collection become known. If conditions change in future periods, additional reserves or reversals may be required.

Useful Lives and Salvage Value of Rental Equipment

        Rental equipment is initially recorded at cost and is stated less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful life of the related equipment (generally two to eight years with estimated 10-20% residual values).

        We routinely review the assumptions utilized in computing rates of depreciation of our rental equipment. Changes to the assumptions (such as the length of service lives and/or the amount of residual values) are made when, in the opinion of management, such changes are necessary to more appropriately allocate asset costs to operations over the service life of the assets. Management utilizes, among other factors, historical experience and industry comparisons in determining the propriety of any such changes. We may be required to change these estimates based on changes in our industry, end-markets or other circumstances. If these estimates change in the future, we may be required to recognize increased or decreased depreciation expense for these assets.

Goodwill and Intangibles with Indefinite Useful Lives

        Goodwill represents the excess of cost over the fair value of identifiable net assets of businesses acquired.

        Goodwill is not amortized, but instead is reviewed for impairment annually, or more frequently if events indicate a decline in fair value below its carrying value. To perform an impairment test we must first determine whether the fair value of the goodwill is at least equal to the recorded value on our balance sheet. If the fair value of the goodwill is less than the recorded value, we are required to write-off the excess goodwill as an operating expense.

        Neff Holdings performs its goodwill impairment testing annually. We tested our goodwill on October 1 of 2013, 2012 and 2011 and in each case determined that the estimated fair value of Neff Holdings' reporting unit was substantially in excess of its carrying value and our goodwill was not impaired at any such time.

        Neff Holdings uses an equally weighted combination of the income and market approaches to determine the fair value of its reporting unit when performing its impairment test of goodwill. Neff Holdings assigns an equal weight to the respective methods as they are both acceptable valuation approaches in determining the fair value of a business.

        The income approach establishes fair value by methods which discount or capitalize earnings and/or cash flow by a discount or capitalization rate that reflects market rate of return expectations, market conditions and the risk of the relative investment. Neff Holdings uses a discounted cash flow method when

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applying the income approach. The market approach establishes fair value by comparing Neff Holdings to publicly traded companies or by analyzing actual transactions of similar businesses.

        Neff Holdings' trademarks and tradenames are intangible assets with indefinite useful lives. Neff Holdings tests its trademarks and tradenames using the royalty savings method for impairment at least annually or as of an interim date if circumstances suggest that assets may be impaired. The fair value of the trademarks and tradenames is measured using a multi-period royalty savings method which includes inputs such as revenue, a royalty rate and a discount rate, to reflect the savings realized by owning the trademarks and tradenames, and thus not having to pay a royalty fee to a third party. Neff Holdings' expenses costs to renew or extend the term of a recognized intangible asset.

Valuation of Long-Lived Assets and Intangibles with Finite Useful Lives

        Long-lived assets on our balance sheet consist primarily of rental equipment, property and equipment and customer list. We periodically review the carrying value of all of these assets. Long-lived assets and intangibles with finite useful lives are evaluated for impairment if events or circumstances suggest that assets may be impaired. An assessment of recoverability is performed prior to any write-down of assets based on the undiscounted cash flows of the assets. An impairment charge is recorded on those assets considered impaired for which the estimated fair value is below the carrying amount. While we believe that the estimates we use to value these assets are reasonable, different assumptions regarding items such as future cash flows and the volatility inherent in markets which we serve could affect our evaluations and result in impairment charges against the carrying value of these assets. Any impairment charge that we record would reduce our earnings.

        There were no events or circumstances that triggered an impairment test for Neff Holdings long-lived assets and intangibles with finite useful lives at June 30, 2014 and December 31, 2013.

Income Taxes

        Neff Holdings is a limited liability company that is treated as a partnership for U.S. federal income tax purposes. Neff Holdings is not subject to entity-level U.S. federal income taxes. Rather, taxable income or loss is included in the U.S. federal income tax returns of Neff Holdings' members.

        At June 30, 2014 and December 31, 2013, the amount of uncertain tax positions was approximately $4.8 million. The uncertain tax positions relate solely to tax positions taken by our Prior Predecessor prior to the Acquisition, and are recorded in accrued expenses and other liabilities. Our practice is to recognize interest and penalties on uncertain tax positions in income tax expense. In addition, we have accrued interest and penalties of $2.6 million and $2.3 million as of June 30, 2014 and December 31, 2013, respectively, which is also recorded in accrued expenses and other liabilities.

Equity-Based Compensation

        The fair value of all equity-based compensation granted is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in this model are expected life, expected level of forfeitures, risk free interest rate, expected volatility and expected dividends.

Reserve for Claims

        We are exposed to various claims relating to our business. These may include claims relating to motor vehicle accidents involving our delivery and service personnel, employment related claims and claims relating to personal injury or death caused by equipment rented or sold. We establish reserves for reported claims that are asserted against us and the claims that we believe have been incurred but not reported. These reserves reflect our estimates of the amounts that we will be required to pay in connection with these claims, net of insurance recoveries. Our estimate of reserves is based on an actuarial reserve analysis

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that takes into consideration the probability of losses and our historical payment experience related to claims settlements. These estimates may change based on, among other things, changes in our claims history or receipt of additional information relevant to assessing the claims. Accordingly, we may increase or decrease our reserves for claims, and such changes could be significant.

Recent Accounting Pronouncements

        In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which provides guidance on recognizing revenue. The guidance includes steps an entity should apply to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual and interim reporting periods beginning after December 15, 2016. Early adoption is not permitted. We expect to adopt ASU 2014-09 when effective, and the impact on our financial statements is not currently estimable. There are no other recently issued accounting pronouncements that are expected to affect our financial reporting.

JOBS Act Accounting Election

        We are an "emerging growth company," as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected to avail ourselves of this exemption from adopting new or revised accounting standards and, therefore, will not be subject to new or revised accounting standards until such time as those standards apply to private companies.

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BUSINESS

Our Company

        We are a leading regional equipment rental company in the United States, focused on the fast-growing Sunbelt states. We offer a broad array of equipment rental solutions for our diverse customer base, including non-residential construction, oil and gas and residential construction customers. Our broad fleet of equipment includes earthmoving, material handling, aerial and other rental equipment, which we package together to meet the specific needs of our customers. We consider the earthmoving equipment category to be a core competency of our Company and a key differentiator of our business. We believe that the earthmoving equipment category offers a return on investment and future growth prospects that are among the strongest in the equipment rental industry.

        Our Predecessor, Neff Holdings was formed as a limited liability company on May 12, 2010 to acquire the assets and operations of our Prior Predecessor. On May 16, 2010, our Prior Predecessor filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. Our Prior Predecessor's plan of reorganization went effective on October 1, 2010. Pursuant to the plan of reorganization approved by the bankruptcy court, substantially all of the Prior Predecessor's assets were acquired by Neff Holdings and its subsidiaries (entities formed by Wayzata to acquire our Prior Predecessor's assets in the bankruptcy proceeding).

Our Branch Network and Fleet

        As of June 30, 2014, we operated 64 branches organized into operating clusters in five regions in the United States: Florida, Atlantic, Central, Southeastern and Western. We are strategically located in markets that we believe feature high levels of population growth as well as high levels of construction activity over the near term. We believe that our clustering approach enables us to establish a strong local presence in targeted markets and meet the needs of our customers that have multiple projects within a specific region. Furthermore, we have invested in and developed a highly successful fleet management capability which allows us to share equipment among our branches in order to improve time utilization and drive a higher return on invested capital.

Revenues by Region for the 12 Months Ended June 30, 2014

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Our Five Regions

        We seek to improve returns on our investments in rental equipment by applying a highly-disciplined asset-management approach to acquiring, renting, maintaining and divesting our fleet. This effort is supported by our customized asset tracking software and a rigorous maintenance and repair program, which promotes the extended useful life of our equipment. As of June 30, 2014, our rental fleet consisted of over 13,500 units of equipment with an OEC of approximately $708.3 million and an average age of approximately 45 months. Our earthmoving fleet represented 54% of OEC and had an average age of approximately 33 months. We believe that our focus on earthmoving equipment positions us to take advantage of future growth opportunities in our key end-markets.

Rental Fleet by Equipment Category as a Percentage of OEC as of June 30, 2014

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Industry Overview

        According to the American Rental Association, the North American rental industry grew from approximately $18 billion in annual rental revenues in 1997 to approximately $38 billion in 2013, representing a CAGR of approximately 5%. The primary end-markets served by the rental industry include the broader industrial and construction markets, which include non-residential construction, oil and gas and residential construction. The American Rental Association projects that the North American rental industry will grow by approximately 9% annually through 2018, resulting in estimated annual rental revenues of $57 billion by 2018. We believe that approximately 70% of total North American rental industry revenues is attributable to the industrial and commercial construction markets.

North America Rental Industry Revenues: 1997 - 2018E

Source: American Rental Association Rental Market Monitor.

        We believe that part of this industry growth will be driven by the ongoing secular shift in North America toward reliance on equipment rental instead of ownership, as evidenced by the increasing percentage of new equipment sold to rental companies as a percentage of the total amount of new equipment sold, which we refer to as the penetration rate. According to the American Rental Association'sEquipment Rental Penetration Index, the penetration rate rose from 41% in 2003 to 53% in 2013.

North America Equipment Rental Penetration Rate Index

Source: American Rental Association Equipment Rental Penetration Index.

        We believe that the shift from owning to renting equipment in North America will continue as construction and industrial firms recognize the advantages of renting rather than owning equipment, and that this trend will continue to result in increased penetration rates in the future. Renting equipment allows firms to:

•

avoid large equipment capital investments;

•

access a broad selection of equipment featuring current technology;

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•

obtain equipment on an as-needed basis;

•

reduce costs related to idle equipment;

•

reduce storage and maintenance costs; and

•

reduce depreciation charges.

        Furthermore, the material handling and aerial categories each have higher penetration rates than the earthmoving equipment category. Given the relatively lower penetration rate in the earthmoving equipment category, we expect growth in this category to outpace the overall equipment rental market.

North America Penetration Rates by Category for 2013 Equipment Rental Market

Source: Yengst Associates Market Machinery Research Rental Industry Report. Data segmented by the Company to reflect the three primary equipment classes.

        The equipment rental industry in North America is highly fragmented. According to Yengst Associates, the industry is comprised of approximately 4,000 rental business locations that offer construction equipment as a primary source of revenue. In 2013, according to the Rental Equipment Register, revenues of the 15 largest equipment rental companies accounted for approximately 30% of the total market. We believe that larger rental companies will be able to continue to increase their market share and outperform smaller, independent companies by better meeting customer demands to deliver a broad selection of high-quality and reliable equipment in a timely and efficient manner.

Our Business Strengths

        Well Positioned to Capitalize on Key End-Market Growth.    For the 12 months ended June 30, 2014, approximately 87% of our rental revenues were derived from five key end-markets: infrastructure, non-residential construction, oil and gas, municipal and residential construction. The U.S. equipment rental industry has historically benefitted from growth in these end-markets, which are expected to grow at a weighted average CAGR of approximately 7% from 2014 to 2018, as shown below. We believe that our current business is well aligned with these growing end-markets, and that we will continue to benefit from macroeconomic growth.

        In addition, oil and gas related construction has increased meaningfully over the last several years due to advancements in oil extraction technology in the United States. This growth has impacted our end markets and created opportunities for increased oil and gas related construction in the geographies where we are focused.

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Our Rental Revenues by End-Market for the 12 Months Ended June 30, 2014	Projected End-Market Growth: 2014E - 2018E CAGRs
Source: Company data.	Source: FMI Construction Outlook Q2 2014 data; Oil and Gas from IHS July 2014 data.

        Prominent Position in Fast-Growing Sunbelt States.    60 of our 64 branches are located in the Sunbelt states of Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Tennessee, Louisiana, Texas, Arizona, Nevada and California. Our Sunbelt state locations benefit from favorable climate conditions that facilitate year-round construction activity and reduce seasonality in our business. According to the American Rental Association, equipment rental revenue in the states where we have branch locations is expected to grow approximately 10% annually from 2014 to 2018, compared to an average growth rate of approximately 9% for all other states. By clustering our operations and concentrating our branches in these strategic regional markets, we have established a strong local presence and developed significant brand recognition in those markets.

        High-Quality Fleet Focused on Earthmoving Equipment.    We offer our customers a broad array of rental equipment with a focus on the earthmoving category. We believe that we are well positioned to benefit from additional penetration in the earthmoving equipment category, which had a penetration rate of approximately 51% in 2013, compared to approximately 95% for the aerial and 85% for the material handling categories, respectively. As of June 30, 2014, we had over 5,100 units of earthmoving equipment, accounting for 54% of the OEC of our rental fleet. By comparison, as presented below, the earthmoving equipment category represented only 13-22% of the OEC of selected public industry peers.

Percentage of Earthmoving Equipment OEC Among Selected
Public Industry Peers

Source: Company data and most recent public filings for selected public industry peers.

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        Disciplined Sales Culture Drives Strong Customer Relationships.    We have a diverse base of repeat customers who we believe value our knowledge and expertise. Our customer base includes large and mid-sized construction firms, municipalities, utilities and industrial users. Typically, we serve over 14,000 customers annually. In 2013, no single customer accounted for more than 1% of our total rental revenues and our ten largest customers accounted for approximately 6% of our total rental revenues. Our culture is built around the disciplined use of our CRM system at every level of our organization, which we believe provides our employees with the tools and information to efficiently provide customized solutions to our existing and potential customers. In addition, our CRM system automatically notifies our sales force of new construction projects within their territories and provides them with the names and contact information of key contractors. We believe that the consistent and disciplined use of our CRM system is a competitive advantage that has resulted in greater sales coordination, increased corporate control over customer account information, high-quality customer service and higher time utilization.

        Strong Operating Trends.    We have experienced substantial earnings momentum since 2011, driven by the rebound in our end-markets and supported by significant investment in our fleet, which has resulted in an increase in OEC from $471.1 million at December 31, 2011 to $708.3 million at June 30, 2014. In addition, our time utilization has increased from 65% for the year ended December 31, 2011 to 71% for the 12 months ended June 30, 2014, and our rental rates (as defined below) have increased at a CAGR of 8% for that period. We believe that the combination of favorable industry dynamics, significant investments in our fleet and our focus on operating leverage (which has seen our Adjusted EBITDA margin increase from 35% for the year ended December 31, 2011 to 48% for the 12 months ended June 30, 2014) have driven our Adjusted EBITDA from $86.7 million to $167.4 million over this period.

        Experienced Management Team.    Our senior management team has significant operating experience in the equipment rental industry and has worked together at our Company for over a decade. Graham Hood, our Chief Executive Officer, has 36 years of rental industry experience and Mark Irion, our Chief Financial Officer, has 16 years of rental industry experience. Our regional Vice Presidents, with an average of 17 years with our Company and 29 years of industry experience, provide us with a stable base of operating management with long-term, local relationships and deep equipment rental industry expertise. This industry expertise, combined with our disciplined sales culture and CRM system, enables our regional management team to respond quickly to changing market conditions.

Our Business Strategy

        Focus on Premium Customer Service to Create Strong Customer Relationships.    We are committed to providing our customers with premium service. We believe that our customers value our strong regional presence, well-established local relationships and full-service branches, which offer 24/7 customer support. Furthermore, our regional presence is supplemented by a national account focus that allows us to differentiate our brand and product offering to our larger customer accounts. We believe that our ability to provide expert advice with respect to earthmoving equipment is an advantage over our competitors. As of June 30, 2014, we have received over 98% favorable customer reviews based on our policy of polling a sampling of all customer transactions. We intend to continue to leverage our national account program, our customer service capabilities and our advanced CRM system to retain our existing customers and further penetrate our target customer base.

        Emphasis on Active Asset Management.    We have invested significantly in both customized technologies and the development of our personnel to ensure that we manage our fleet efficiently to increase our returns on invested capital. Our technologies form the basis of our sales force's customer targeting efforts and allow us to improve rental rates and identify equipment demand changes in real time. Our equipment clustering strategy allows us to share and re-deploy equipment among our branches as demand for equipment shifts throughout our branch network. Over time, we have demonstrated our ability to both increase and decrease the age of our fleet in response to changing market conditions. We actively monitor

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the market environment to determine where investment in fleet assets should be made or when fleet asset divestitures should occur. Our emphasis on active asset management, combined with our rigorous repair and maintenance program, allows us to increase time utilization, extend the useful life of our fleet and results in higher resale value of our equipment.

        Focus on Growing Markets.    We believe that our focus on the non-residential construction, oil and gas and residential construction end-markets positions us to benefit from favorable industry and macroeconomic trends. We believe that all of these end-markets are currently experiencing significant growth and will continue to benefit from investment spending driven by the economic recovery in the United States. FMI Construction Outlook predicts that U.S. infrastructure spending will grow approximately 5% annually through 2018, U.S. non-residential construction spending will grow at 5% annually through 2018, and U.S. residential construction will grow 9% annually through 2018. IHS estimates that oil and gas investment in the United States will grow 9% annually through 2018. We believe that our focus on these end-markets will position us to achieve significant growth in revenues.

        Capitalize on Operating Leverage.    We have a highly scalable business model constructed around our network of 64 full-service branch locations. We believe that our current network can support significant additions to our rental fleet without substantial additional investment in infrastructure, personnel or information technology. We intend to capitalize on anticipated growth opportunities primarily by increasing our fleet size within our existing branch network, using our active asset management capabilities to increase time utilization and improve pricing levels and serving customers who value our equipment mix and service capabilities. We have a proven track record of successfully opening new branches in our key markets, as evidenced by the successful development of six new branch locations since January 1, 2011. We regularly evaluate new branch opportunities based on stringent return criteria to identify promising new branch locations, and will continue to monitor opportunities to expand our strategic branch network.

        Ability to Generate Free Cash Flow.    Our significant rental fleet investment and focus on active asset management provide us the operational flexibility to generate cash flow through different business cycles. We believe that our borrowing availability as of June 30, 2014, after giving effect to this offering and the use of proceeds therefrom, will provide the resources to continue to invest in our rental fleet. Our fleet investments are largely discretionary and we have the ability to temporarily defer capital expenditures or sell used rental equipment to manage cash flows. There is a developed secondary market for used rental equipment, and industry resale values of equipment have averaged approximately 47% of OEC over the past three years. We believe that our focus on cash flow and operating flexibility will allow us to continue to generate strong returns throughout various business cycles.

Operations

        Through our 64 branches, located primarily in the Sunbelt states of Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Tennessee, Louisiana, Texas, Arizona, Nevada and California, we generate revenues primarily through the rental of a broad array of construction and industrial equipment, the sale of used and new equipment and the sale of parts, supplies and related merchandise.

        Equipment Rentals.    Our broad fleet of equipment includes earthmoving, material handling, aerial and other rental equipment. We consider the earthmoving equipment category to be a core competency of our Company and a key differentiator of our business. As of June 30, 2014, we had over 5,100 units of earthmoving equipment, accounting for 54% of the OEC of our rental fleet. We generate revenue under leases for our rental equipment as well as from fees we charge for the pickup and delivery of equipment, damage waivers and other surcharges.

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        As of June 30, 2014, our rental fleet is comprised of the following equipment categories and primary suppliers:

Equipment Category	Primary Fleet Equipment	Primary OEM Suppliers	Percentage of OEC
Earthmoving	Excavators, backhoes, loaders, dozers, mini-excavators, trenchers, sweepers and tractors, track loaders and skid steers	Komatsu, John Deere, Kobelco, Doosan, Bobcat, IHI, JCB, Link-Belt and Case		54	%
Material Handling	Reach forklifts, industrial forklifts and straight-mast forklifts	Genie, JLG, Case, Gehl, JCB and Komatsu		16	%
Aerial	Personnel lifts, electric scissor lifts, dual fuel scissor lifts, articulating boom lifts and straight boom lifts	Genie, JLG and Skyjack		13	%
Other Rental Equipment	Compaction and concrete, trucks and trailers, sweepers, air equipment, generators, welders, lighting, pumps and other small equipment and tools	Hamm, Bomag, Wacker, Multiquip, Magnum and Lincoln		17	%

        We offer our equipment for rent on a daily, weekly and monthly basis and our customers typically execute written rental agreements, which we account for as leases under GAAP. The majority of our written rental agreements are short-term and do not include specific provisions for early termination. We determine rental rates for each type of equipment based on the cost and expected time utilization of the equipment and adjust rental rates at each location based on demand, length of rental, volume of equipment rented and other competitive considerations.

        Equipment Sales.    We maintain a regular program of selling used equipment in order to adjust the size and composition of our rental fleet to changing market conditions and to maintain the quality and average age of our rental fleet. We attempt to balance the objective of obtaining acceptable prices from used equipment sales against the recurring revenues obtainable from equipment rentals. Our highly experienced staff of mechanics and branch and regional managers evaluates every disposition of equipment to determine the right time to sell our used equipment. We believe that we are generally able to achieve favorable resale prices for our used equipment due to our strong preventative maintenance program and our practice of selling used equipment before it becomes obsolete or irreparable. We believe that this proactive management of our rental fleet allows us to adjust the rate and timing of new equipment purchases and used equipment sales to improve time utilization rates, take advantage of attractive disposition opportunities and respond to changing economic conditions. Used equipment disposition is an integral part of our asset management program and an important focus of management. Proceeds from the sale of used rental equipment represent an important source of re-investment capital for us. We sell used rental equipment to our existing customers, used equipment buyers and OEMs as part of trade packages for new fleet and third-party auctioneers.

        To a much lesser extent, we also generate revenue through the sale of ancillary new equipment.

        Parts and Service.    We sell complementary parts, supplies, fuel and merchandise to our customers in conjunction with our equipment rental and sales businesses. We maintain an inventory of fuel, maintenance and replacement parts and related products, which are important for timely parts and service support and helps reduce downtime for both our customers and us.

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Fleet Management

        Our branches are often within close geographic proximity to each other and are all connected through a central system which allows any other branch to view rental equipment availability throughout our entire branch network. As a result, we can respond quickly to the needs of our customers and increase the time utilization rates of our equipment, thereby improving profitability and reducing capital expenditures.

        We actively monitor fleet purchases to maintain appropriate inventory levels and to manage capital expenditures. We regularly review our fleet to determine which pieces of equipment should be replaced in order to maintain our high-quality standards. At times, we may selectively increase or decrease the age of our fleet in response to changing market conditions. We actively monitor the market environment to determine where investment in fleet assets should be made or when fleet asset divestitures should be made.

        We purchase our equipment from vendors who we believe have reputations for good product quality and support. We identify vendors who can supply quality, reliable products and provide value added support services. We believe that the length of our vendor relationships has helped us to compete effectively with the largest rental companies in the industry.

        See "—Operations" above for our primary OEM suppliers.

        We provide transportation of our rental equipment to and from the customer's location and our payroll expenses reflect the cost of providing such transportation. Once our drivers have delivered rental equipment to the customer, the customer takes complete control of operating the equipment. All customers are expected to provide insurance coverage of the rental equipment under their control during the period of utilization of such rental equipment.

Customers

        Our large customer base, which includes more than 14,000 customers over the last twelve months, is diversified among various industries, including infrastructure, non-residential construction, oil and gas, municipal and residential construction. In particular within these industries, we serve industrial and civil construction, manufacturing, public utilities, offshore oil exploration and drilling, refineries and petrochemical facilities, municipalities, golf course construction, shipping and the military. We target mid-sized, regional and local construction companies that value customer service. Our customer base includes both large Fortune 500 companies who have elected to outsource some of their equipment needs and small construction contractors, subcontractors and machine operators whose equipment needs are job-based. Our top ten customers accounted for approximately 6% of our total rental revenues in 2013 and no single customer accounted for more than 1% of our total rental revenues in 2013.

        We largely conduct our business on account with customers who are screened through a credit application process. Credit account customers are our core customers, accounting for approximately 98% of our total revenues in 2013. We also assist customers in arranging financing for purchases of large equipment through a variety of sources, including manufacturers, banks, finance companies and other financial institutions.

Sales and Marketing

        We maintain a strong sales and marketing orientation throughout our organization, which we believe helps us to increase our customer base and better understand and serve our customers. Managers develop relationships with local customers and assist them in planning their equipment rental requirements. They are also responsible for managing the mix of equipment at their locations, keeping current on local construction activity and monitoring competitors in their respective markets. To stay informed about their local markets, salespeople track rental opportunities and construction projects in the area through

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Equipment Data Reports, F.W. Dodge Reports, PEC (Planning, Engineering and Construction) Reports and local contacts.

        Our national accounts are serviced by a core team of dedicated managers to provide continuity and customized solutions to our national account customers.

        Our sales training program emphasizes customer service and focuses on sales generation. Additionally, our CRM system helps increase sales and revenue opportunities. As part of this system, the sales force is automatically notified of new construction projects in their territories. We believe that this ability to track, manage and share recent account activity enables us to improve our time utilization. We believe that our CRM system helps us to identify opportunities that might otherwise go undetected by our sales force and management, and that such opportunities help us create company-wide sales synergies. We believe that the consistent and disciplined use of our CRM system is a competitive advantage that has resulted in greater sales coordination, increased corporate control over customer account information, high-quality customer service and higher time utilization.

Management Information Systems

        In addition to our CRM system, we have developed customized management information systems, capable of monitoring our branch operations and sales force productivity on a real-time basis, which management believes can support our current and future needs. These systems link all of our rental locations and allow management to track customer and sales information, as well as the location, rental status and maintenance history of every major piece of equipment in the rental fleet. By using these systems, branch managers can search our entire rental fleet for needed equipment, quickly determine the closest location of such equipment and arrange for delivery of equipment to the customer's work site. This practice helps diminish lost opportunities, improves time utilization and makes equipment available in markets where it can improve revenue potential. We use these systems to improve time utilization and determine the optimal fleet composition by market.

Employees

        As of June 30, 2014, we had 1,042 full-time employees. None of our employees are represented by a union or covered by a collective bargaining agreement. We believe we have satisfactory relations with our employees.

        Our sales force is divided into salaried sales coordinators and field sales professionals. Our sales people represent some of our most experienced employees and possess substantial knowledge of the equipment rental industry. Our sales coordinators and sales professionals receive monthly sales commissions based on rental revenue and a percentage of the gross profit from the sale of used and new equipment.

Properties

        As of June 30, 2014, we operated in 64 rental locations in 14 states. We lease approximately 18,000 square feet for our corporate headquarters in an office building in Miami, Florida. We own the buildings and the land at one of our locations. All other sites are leased, generally for terms of five years with renewal options. Owned and leased sites range from approximately 4,000 to 40,000 square feet and typically include: (1) offices for sales, administration and management, (2) a customer showroom displaying equipment and parts, (3) an equipment service area and (4) outdoor and indoor storage facilities for equipment. Each location offers a full range of rental equipment, with the mix of equipment available designed to meet the anticipated needs of the customers in each location.

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        The following table lists our rental facilities by location (one of the below facilities, Texas City, TX, is owned by us, and all other facilities are leased by us).

Florida Region	Central Region
Miami, FL	Houston, TX
West Palm Beach, FL	Ft. Worth, TX
Port St. Lucie, FL	Texas City, TX
Ft. Myers, FL	Austin, TX
Pompano, FL	Odessa, TX
Tampa, FL	Houma, LA
Venice, FL	Lafayette, LA
Jacksonville, FL	New Iberia, LA
Tallahassee, FL	St. Rose, LA
South Orlando, FL	Baton Rouge, LA
Sanford, FL	Bossier City, LA
Merritt Island, FL	San Antonio, TX
Atlantic Region	Western Region
Charlotte, NC	Las Vegas, NV
Raleigh, NC	Phoenix, AZ
Charleston, SC	Denver, CO
Wilmington, NC	Tucson, AZ
Durham, NC	Denver (Central), CO
Fayetteville, NC	Littleton (South), CO
Florence, SC	San Bernardino, CA
Columbia, SC	Anaheim, CA
Greenville, NC	Escondido, CA
Greer, SC	San Diego, CA
Richmond, VA	Sacramento, CA
Norfolk, VA	Roseville, CA
Newport News, VA
Manassas, VA
Greensboro, NC
Landover, MD
Southeastern Region
Doraville, GA
Forest Park, GA
Brunswick, GA
Nashville, TN
Marietta, GA
Athens, GA
Augusta, GA
Macon, GA
Knoxville, TN
Mobile, AL
Birmingham, AL
Savannah, GA

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Seasonality and Cyclicality

        Our Sunbelt state locations benefit from favorable climate conditions that facilitate year-round construction activity and reduce seasonality in our business. Our operating results are subject to annual and seasonal fluctuations resulting from a variety of factors, including:

•

the seasonality of rental activity by our customers, with lower activity levels during the winter;

•

the cyclicality of the construction industry;

•

the number of our significant competitors and the competitive supply of rental equipment; and

•

general economic conditions.

        In addition, our operating results may be affected by severe weather events (such as hurricanes and flooding) in the regions we serve. Severe weather events can result in short-term reductions in construction activity levels, but after these periods of reduced construction activity, repair and reconstruction efforts have historically resulted in periods of increased demand for rental equipment.

Competition

        The equipment industry is highly fragmented and we believe that competition tends to be based on geographic proximity and availability of products. While the competitive landscape also includes small, independent businesses with only a few rental locations, we believe that we mostly compete against regional competitors which operate in one or more states, public companies and equipment vendors and dealers who both sell and rent equipment directly to customers. Some of these competitors include United Rentals, Hertz Equipment Rental, Ahern Rentals, H&E Equipment Services, CAT Rental, Sunstate Equipment and Sunbelt Rentals.

        We believe that, in general, large companies may enjoy competitive advantages compared to smaller operators, including greater purchasing power, a lower cost of capital, the ability to provide customers with a broader range of equipment and services, and greater flexibility to transfer equipment among locations in response to customer demand. See "Risk Factors—Risks Relating to Our Business—The equipment rental industry is highly competitive, and competitive pressures could lead to a decrease in our market share or in rental rates and our ability to sell equipment at favorable prices."

Environmental and Safety Regulations

        We and our facilities and operations are subject to comprehensive and frequently changing federal, state and local environmental and safety and health requirements, including those relating to discharges of substances to the air, water and land, the handling, storage, transport, use and disposal of hazardous materials and wastes and the cleanup of properties affected by pollutants. In connection with our vehicle and equipment fueling and maintenance, repair and washing operations, we use regulated substances such as petroleum products and solvents and we generate small quantities of regulated waste such as used oil, radiator fluid and spent solvents. All of our properties currently have above ground and/or underground storage tanks and oil-water separators (or equivalent wastewater collection/treatment systems). Although we have made, and will continue to make, capital and other expenditures to comply with environmental requirements, we do not anticipate that compliance with such requirements will have a material adverse effect on our business or financial condition or competitive position. However, in the future, new or more stringent laws or regulations could be adopted. Accordingly, we cannot assure you that we will not have to make significant capital or other expenditures in the future in order to comply with applicable laws and regulations or that we will be able to remain in compliance at all times.

        Most, but not all, of our current properties have been the subject of an environmental site assessment conducted with the goal of identifying conditions that may cause us to incur costs under applicable environmental laws. In addition, all but one of our properties are leased and certain of our lease

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agreements provide that the site owner has responsibility for the pre-existing environmental contamination at the property and that we are liable for contamination caused by us or that occurs during the term of the lease. However, given the nature of our operations and the historical operations conducted at these properties, and inherent limits on the information from the environmental site assessments mentioned above, we cannot assure you that all potential instances of contamination have been identified, that our operations have not caused contamination or that our landlords will be able or willing to hold us harmless for pre-existing contamination at the relevant sites. Future events, such as changes in laws or policies, the discovery of previously unknown contamination, or the failure of another party to honor an obligation it may have to indemnify us for remediation costs or liabilities, may give rise to remediation costs which may be material. See "Risk Factors—Risks Relating to Our Business—We are subject to numerous environmental and health and safety laws and regulations that may result in our incurring liabilities, which could have a material adverse effect on our operating performance."

Legal Proceedings

        From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We cannot estimate with certainty our ultimate legal and financial liability with respect to our pending litigation matters. However, we believe, based on our examination of such matters, that our ultimate liability with respect to these matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

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MANAGEMENT

Directors and Executive Officers

        The following table provides information regarding our executive officers and members of our board of directors (ages as of June 30, 2014):

Name	Age		Position(s)
Graham Hood		59	Director, Chief Executive Officer
Mark Irion		48	Chief Financial Officer
Westley Parks		52	Vice President—Atlantic Region
Robert Singer		59	Director Nominee
James Continenza		51	Chairman Nominee
Joseph Deignan		41	Director Nominee
Gerard E. Holthaus		64	Director Nominee

Executive Officers and Employee Directors

        Graham Hood—Mr. Hood has served as our and our Prior Predecessor's Chief Executive Officer since June 2007. Prior to serving as our Chief Executive Officer, Mr. Hood served as our Prior Predecessor's Chief Operating Officer from January 2003 through May 2007 and as a Regional Vice President for the Southeastern Region from 1995 through December 2002. Mr. Hood has over 36 years of industry experience, 17 years of which were with Hertz Equipment Rental Corporation. Mr. Hood has served as a member of the boards of managers of our subsidiaries, Neff Rental LLC, Neff LLC and Neff Holdings, from October 2010 through the date of this offering. In May 2010, Neff Holdings Corp., our Prior Predecessor, filed for protection under Chapter 11 of the United States Bankruptcy Code. At the time of such filing, Mr. Hood was an executive officer of Neff Holdings Corp.

        Mr. Hood has served on our board of directors since August 2014 and will continue to serve as a member of our board of directors upon consummation of this offering. We believe Mr. Hood's extensive leadership experience enables him to play a key role in all matters involving our board of directors and contribute an additional perspective from the rental industry.

        Mark Irion—Mr. Irion has served as our and our Prior Predecessor's Chief Financial Officer since 1998. Prior to joining Neff, he served as the Chief Financial Officer of Markvision Holdings, Inc., a computer distribution company, from 1994 to 1998. Prior to 1994, Mr. Irion was employed by Deloitte & Touche LLP. Mr. Irion has over 16 years of equipment rental industry experience. In May 2010, Neff Holdings Corp., our Prior Predecessor, filed for protection under Chapter 11 of the United States Bankruptcy Code. At the time of such filing, Mr. Irion was an executive officer of Neff Holdings Corp.

        Westley Parks—Mr. Parks has served as our and our Prior Predecessor's Vice President for the Atlantic Region since 1998. Prior to serving as our Vice President for the Atlantic Region, Mr. Parks served as our Prior Predecessor's regional manager, opening the first standalone rental locations in Doraville and Forest Park, GA, from 1995 to 1998. Prior to 1995, Mr. Parks was employed by Hertz Equipment Rental Corporation, Grace Equipment and Lane Crane and Equipment. Mr. Parks has over 28 years of equipment rental industry experience.

Non-Employee Director Nominees

        Robert Singer—Mr. Singer has served as a member of our subsidiaries' board of directors or board of managers since November 2010 and is a director nominee that will become our director upon consummation of this offering. Mr. Singer has been the Executive Vice President and Chief Financial Officer of SunGard Availability Services, an information availability company, since January 2011. Prior to joining SunGard Availability Services, Mr. Singer was Executive Vice President and Chief Financial Officer of Algeco Scotsman, a provider of modular space solutions and rental services company, from February 2005 to July 2010. Mr. Singer also serves on the board of Penhall Company and CHA Media. We believe

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Mr. Singer's financial and executive experience makes him well-qualified to serve as a member of our board of directors.

        James Continenza—Mr. Continenza has served as the Chairman of our subsidiaries' board of directors or board of managers since October 2010 and is a director nominee that will become our director upon consummation of this offering. Mr. Continenza has been the Chief Executive Officer of TBC Holdings I, Inc., the parent company of The Berry Company, LLC, a holding company created to acquire and manage various advertising, marketing and technology companies focused primarily on providing a wide range of digital and legacy leads-generating products to local and national advertisers, from September 2012 to the present. Prior to joining TBC Holdings I, Inc., Mr. Continenza was President of STi Prepaid, LLC, a provider of various domestic and international long distances services in the United States, from June 2010 to February 2011. Mr. Continenza currently serves as either Chair or Director on the boards of Tembec Corp, Kodak, Merrill Corp, Broadview Networks, Southwest Georgia Ethanol, Aventine Renewable Energy, The Berry Company, LLC and Neff Rental LLC. Previously, he was a director for Blaze Recycling, Portola Packaging, Hawkeye Renewables, Anchor Glass Container Corp., Rath-Gibson, Inc., Rural Cellular Corp., U.S. Mobility Inc., Maxim Crane Works, Inc., Arch Wireless Inc. and Microcell Telecommunications Inc. We believe that Mr. Continenza's industry expertise, leadership and board expertise makes him well-qualified to serve as a member of our board of directors.

        Joseph Deignan—Mr. Deignan is currently a partner at Wayzata and has served as a member of our subsidiaries' board of directors or board of managers since October 2010 and is a director nominee that will become our director upon consummation of this offering. Mr. Deignan currently serves on the board of directors of Merisant Company, Mastercraft Boat Company, Perkins and Marie Callender's Holding, LLC and Propex Holding, LLC, among other Wayzata portfolio company boards. Mr. Deignan joined the predecessor entity to Wayzata Investment Partners LLC in 1997. Prior to joining Wayzata, Mr. Deignan worked at Wessels, Arnold & Henderson in its investment banking team. We believe Mr. Deignan's financial and executive experience enables him to play a key role in all matters involving our board of directors and makes him well-qualified to serve as a member of our board of directors.

        Gerard Holthaus—Mr. Holthaus is a director nominee that will become our director upon consummation of this offering. Mr. Holthaus has been the non-executive Chairman of the Board of Algeco Scotsman, a provider of modular space solutions and rental services company, since April 2010, prior to which Mr. Holthaus was the executive Chairman of the Board and Chief Executive Officer of Algeco Scotsman from November 2007 to April 2010. Prior to joining Algeco Scotsman, Mr. Holthaus was President and Chief Executive Officer of Williams Scotsman International, Inc., which is now a subsidiary of Algeco Scotsman, from April 1997 to October 2007. Mr. Holthaus currently serves as either Chair or Director on the boards of FTI Consulting, Inc., the Baltimore Life Companies and Baker Tanks. Mr. Holthaus also currently serves as a trustee of Loyola University Maryland. We believe Mr. Holthaus's financial, executive and board experience makes him well-qualified to serve as a member of our board of directors.

Board of Directors

        Upon the consummation of this offering, the number of directors will be increased to five. Directors will be subject to removal only for cause. Further, our amended and restated certificate of incorporation and by-laws will provide for the division of our board of directors into three classes, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by our stockholders.

Director Independence

        Prior to the consummation of this offering, our board of directors (including for this purpose, each of our director nominees) undertook a review of the independence of our directors and director nominees and considered whether any of those persons has a material relationship with us that could compromise that person's ability to exercise independent judgment in carrying out his or her responsibilities as a

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director of our company. Our board of directors has determined that, except as described below with respect to Mr. Hood and with respect to Mr. Deignan's service on the audit committee, all of the members of each of our board of directors' three standing committees are independent as defined under the rules of the NYSE, including, in the case of all members of the audit committee other than Mr. Deignan, the independence requirements contemplated by Rule 10A-3 under the Exchange Act.

        Our board of directors determined that Mr. Hood is not independent for purposes of the rules of the NYSE and for purposes of Rule 10A-3 under the Exchange Act because he is our Chief Executive Officer and part of our management team. Our board of directors determined that Mr. Deignan is not independent for purposes of Rule 10A-3 under the Exchange Act and our audit committee because he is a partner at Wayzata, which is our affiliate as of the date of this prospectus. Our board of directors determined that, as of the date of this prospectus, Mr. Deignan is independent under the rules of the NYSE although they noted that in the future Mr. Deignan may cease to qualify as an independent director under those rules to the extent Wayzata receives remuneration from us in excess of certain thresholds under the Tax Receivable Agreement or otherwise.

Background and Experience of Directors

        When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person's background and experience as reflected in the information discussed in each of the directors' individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Controlled Company Exception

        As a result of the significant ownership of our Class B common shares by Wayzata, more than 50% of the combined voting powers of our common stock will be held by Wayzata. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these corporate governance standards, a company of which more than 50% of the combined voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance standards, including the requirement that we perform annual performance evaluations of the nominating/corporate governance and compensation committees. Immediately following the offering we do not expect to perform annual performance evaluations of the nominating/corporate governance and compensation committees. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a "controlled company" and our shares continue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition periods.

Committees of Our Board of Directors

        Our board of directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the board of directors and standing committees. We will have a standing audit committee and compensation committee. We will create a standing nominating and corporate governance committee prior to the consummation of this offering. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.

Audit Committee

        Our audit committee is responsible for, among other things, engaging our independent public accountants, reviewing with the independent public accountants the plans and results of the audit engagement, approving professional services provided by the independent public accountants, reviewing

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the independence of the independent public accountants, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

        Upon the closing of this offering, our audit committee will consist of Messrs. Singer, Holthaus and Deignan, with Messr. Singer serving as chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that our audit committee have at least one independent member upon the listing of our Class A common stock, have a majority of independent members within 90 days of the date of this prospectus and be composed entirely of independent members within one year of the date of this prospectus. Our board of directors has affirmatively determined that Messrs. Singer and Holthaus each meet the definition of "independent director" for purposes of serving on the audit committee under Rule 10A-3 and NYSE rules, and we intend to comply with the other independence requirements within the time periods specified. In addition, our board of directors has determined that Messr. Singer will qualify as an "audit committee financial expert," as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors will adopt a new written charter for the audit committee, which will be available on our principal corporate website at www.neffrental.com substantially concurrently with the closing of this offering.

Nominating and Corporate Governance Committee

        Our nominating and corporate governance committee will be responsible for assisting our board of directors in selecting new directors, evaluating the overall effectiveness of our board of directors and reviewing developments in corporate governance compliance.

        Upon the closing of this offering, our nominating and corporate governance committee will consist of Messrs. Continenza and Deignan, with Messr. Continenza serving as chair. NYSE rules require that our nominating and corporate governance committee have at least one independent member upon the listing of our Class A common stock, have a majority of independent members within 90 days of the date of this prospectus and be composed entirely of independent members within one year of the date of this prospectus. Our board of directors has affirmatively determined that all of the members of our nominating and corporate governance committee currently meet the definition of "independent director" for purposes of serving on a nominating and corporate governance committee under the NYSE rules. Our board of directors will adopt a new written charter for the nominating and corporate governance committee, which will be available on our principal corporate website at www.neffrental.com substantially concurrently with the closing of this offering.

Compensation Committee

        Our compensation committee is responsible for determining compensation for our most highly paid employees and administering our other compensation programs. The compensation committee is also charged with establishing, periodically re-evaluating and, where appropriate, adjusting and administering policies concerning compensation of management personnel.

        Upon the closing of this offering, our compensation committee will consist of Messrs. Continenza and Deignan, with Mr. Continenza serving as chair. NYSE rules require that our compensation committee have at least one independent member upon the listing of our Class A common stock, have a majority of independent members within 90 days of the date of this prospectus and be composed entirely of independent members within one year of the date of this prospectus. Our board of directors has affirmatively determined that all of the members of our compensation committee currently meet the definition of "independent director" for purposes of serving on a compensation committee under the NYSE rules. Our board of directors will adopt a new written charter for the compensation committee, which will be available on our principal corporate website at www.neffrental.com substantially concurrently with the closing of this offering.

Compensation Committee Interlocks and Insider Participation

        None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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EXECUTIVE COMPENSATION

        This section discusses the material components of the executive compensation program for our executive officers who are named in the "2013 Summary Compensation Table" below. In 2013, our "named executive officers" consisted of our Chief Executive Officer and the two other most highly compensated executive officers who were serving as executive officers as of December 31, 2013:

•

Graham Hood, Chief Executive Officer;

•

Mark Irion, Chief Financial Officer; and

•

Westley Parks, Vice President—Atlantic Region.

        This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.

2013 Summary Compensation Table

        The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2013.

Name and Principal Position	Salary ($)		Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)(2)		Total ($)
Graham Hood		450,000		371,354	(1)		19,650		841,004
Chief Executive Officer
Mark Irion		314,000		259,122	(1)		18,450		591,572
Chief Financial Officer
Westley Parks		252,000		173,791	(3)		18,450		444,241
Vice President—Atlantic
Region

(1)

The annual performance-based bonuses earned by our Chief Executive Officer and Chief Financial Officer in fiscal year 2013 were determined in accordance with the achievement of certain EBITDA performance measures. For a discussion of the determination of these amounts, please review the section entitled "—Narrative Disclosure to Summary Compensation Table—Annual Cash Incentive Compensation" below.

(2)

Amounts reflect a car allowance and our employer matching contributions under our 401(k) Plan.

(3)

The annual cash incentive award earned by Mr. Parks was determined in accordance with the Company's RVP Bonus Plan (as defined below). For a discussion of the determination of this amount, please review the section entitled "—Narrative Disclosure to Summary Compensation Table—Annual Cash Incentive Compensation" below.

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Narrative Disclosure to Summary Compensation Table

Employment Agreements

        We are a party to employment agreements with each of Messrs. Hood and Irion and an employment letter with Mr. Parks. The employment agreement for Mr. Hood, effective as of March 2007, was amended on September 30, 2010 and May 10, 2013. The employment agreement for Mr. Irion, effective as of March 1, 2000, was amended on January 31, 2005, July 8, 2005, May 31, 2007, September 30, 2010 and June 1, 2011. Mr. Parks' employment letter is dated November 29, 2011 and replaced a prior employment agreement. We intend to enter into amended and restated employment agreements with each of Messrs. Hood and Irion, effective upon the closing of this offering, in order to consolidate the prior amendments and make certain additional changes described below.

Employment Agreements with Graham Hood and Mark Irion

Employment Term and Position

        The terms of employment for each of Messrs. Hood and Irion have been automatically extended for one year periods beyond their initial (and for Mr. Irion, secondary) three year terms and their employment remains subject to continued automatic one-year extensions provided neither party provides written notice of non-extension within six months of the expiration of the then-current term. The employment agreements provide that, during their respective terms of employment, Mr. Hood will serve as the Chief Executive Officer and Mr. Irion will serve as the Chief Financial Officer.

Base Salary, Annual Bonus and Equity Compensation

        Pursuant to their employment agreements, Messrs. Hood and Irion were entitled to initial base salaries of $450,000 and $225,000, respectively. Mr. Irion's base salary was increased to $314,000 as of September 3, 2012. Base salaries in place for Messrs. Hood and Irion in 2013 remained the same as those in place for 2012. In 2014, Mr. Irion's base salary was increased to $327,000.

        Each of Messrs. Hood and Irion is eligible for an annual cash incentive performance-based bonus, as determined in accordance with certain performance measures. For a further description of the cash incentive bonuses that have been awarded Messrs. Hood and Irion, please see below under "—Annual Cash Incentive Compensation."

        For a description of the equity awards granted to Messrs. Hood and Irion, please see below under "—Equity-Based Compensation Awards."

Severance

        Each employment agreement provides for severance upon a termination by us without cause (other than by reason of death or disability) or by the named executive officer for good reason.

        Upon a termination of Mr. Hood's employment by us without cause (other than by reason of death or disability) or by reason of his resignation for good reason, Mr. Hood is entitled to severance consisting of (a) two times the sum of Mr. Hood's base salary and the highest annual bonus amount paid to Mr. Hood for any of the three calendar years preceding the year in which the termination occurs, payable in 24 monthly installments, and (b) the continuation of all Company-sponsored health and welfare benefits and Company-provided car allowance through the earlier of the second anniversary of the termination date and the date on which Mr. Hood violates any restrictive covenant set forth within his agreement.

        Upon a termination of Mr. Irion's employment by us without cause (other than by reason of death or disability) or by reason of his resignation for good reason, Mr. Irion is entitled to severance consisting of (a) three times Mr. Irion's base salary, payable in 36 monthly installments, (b) three times the highest annual bonus paid to Mr. Irion for any of the three fiscal years preceding the year in which the termination

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occurs, payable in a single lump sum cash payment, (c) the continuation of all Company-sponsored health and welfare benefits and Company-provided car allowance for 36 months following the date of termination and (d) full acceleration of vesting of any outstanding equity awards.

        For purposes of Mr. Hood's employment agreement, "good reason" is defined generally as Mr. Hood's voluntary termination of employment after the occurrence, without Mr. Hood's consent, of (i) a material modification of the nature of his duties or scope of responsibilities resulting in a demotion of Mr. Hood or a substantial reduction in his responsibilities, (ii) a reduction of base salary, (iii) a material breach of his employment agreement by us, (iv) the failure of any of our successors to assume the severance obligations under his employment agreement, (v) the relocation of his place of employment more than 25 miles from his current office location, or (vi) the failure of Mr. Hood to report directly to the board of directors or a reduction in his title as provided for within his employment agreement.

        For purposes of Mr. Irion's employment agreement, "good reason" is defined generally as Mr. Irion's voluntary termination of employment after the occurrence, without Mr. Irion's consent, of (i) a material modification of the nature of his duties or scope of responsibilities, resulting in a demotion of Mr. Irion or a substantial reduction in his responsibilities, (ii) a reduction of base salary, (iii) a material breach of his employment agreement by us, (iv) the failure of any of our successors to assume his employment agreement in any situation other than a change in control (as defined in his employment agreement), or (v) any of the following within the two-year period following a change in control (as defined in his employment agreement): change in status, title or responsibilities (other than a promotion), a reduction in base salary or failure to pay compensation or benefits owed within five days of the date due, failure to increase base salary at least annually at a percentage no less than the average increases granted to Mr. Irion during the three most recent full years prior to the change in control, the failure to continue compensation and benefits in effect prior to the change in control or provide at least equal levels and opportunities of the same, the filing of a petition for bankruptcy, any material breach of Mr. Irion's employment agreement by us, any termination for cause which does not comply with the terms of the agreement, the failure of any of our successors to agree to assume his employment agreement, and the relocation of his place of employment more than 50 miles from his current office location.

Restrictive Covenants

        Pursuant to their respective employment agreements, Messrs. Hood and Irion are each subject to non-competition and non-solicitation restrictions for a two-year period after termination of employment; provided, however, that in the event of a material breach of any of the covenants set forth within their respective agreements (a) we may cease making severance payments to Mr. Hood and Mr. Hood must repay all severance amounts previously received from the Company in addition to any amounts received from us due to the purchase of any common stock in connection with his termination of employment and (b) Mr. Irion must pay us the sum of $1,000 per day for each day during which he is in breach of such covenants, or the amount of damages we can reasonably demonstrate were incurred, if greater.

Section 280G Cutback

        Each of Messrs. Hood and Irion's employment agreements contains a cutback provision pursuant to which, to the extent either of Messrs. Hood or Irion receives any payment or other benefit in connection with a change in control transaction that would subject him to excise taxes imposed pursuant to Section 4999 of the Internal Revenue Code (the "Code"), such payments will be reduced by such amount and in such order provided for within his employment agreement in order to avoid excise taxes, such that he will receive either (i) the full amount of all such payments or (ii) a portion of the payments having a value equal to $1 less than the amount that would trigger excise taxes, whichever provides the greatest portion of payments on an after-tax basis.

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Amendments in Connection with this Offering

        Pursuant to the amended and restated employment agreements intended to be entered into with each of Messrs. Hood and Irion (the "A&R Agreements"), the Company will agree to employ each of Messrs. Hood and Irion for a new three-year term starting on the date of this offering. After the initial three-year term, each executive's agreement will be subject to automatic one-year extensions unless either party provides written notice of non-extension to the other party prior to six months of the expiration of the then-current term.

        Pursuant to Mr. Hood's A&R Agreement, Mr. Hood's annual base salary will be increased to $500,000 as of the closing of this offering. In addition, Mr. Hood's A&R Agreement will provide that as of the date of this offering he will serve as a member of our board of directors and that during the term of Mr. Hood's A&R Agreement we will nominate him for continued service on our board when his then-current term as a director ends.

        Mr. Irion's A&R Agreement will be revised to reflect Mr. Irion's current annual base salary of $327,000. In addition, pursuant to Mr. Irion's A&R Agreement, his severance multiple will be decreased from three to two, such that he will be entitled to receive only 24 months of continued base salary and benefits and two times his highest recent bonus as severance. Mr. Irion will also no longer be entitled to the acceleration of his equity awards upon termination of employment under the agreement, although pursuant to the terms of the offering grant agreements for Messrs. Hood and Irion, each will be entitled to pro rata vesting of his offering grant RSUs upon a termination of employment by us without cause or by the executive for good reason, based on actual Company performance with respect to the performance targets. Mr. Irion's "good reason" definition will be revised to include a relocation of his place of employment more than 50 miles from his current office location prior to a change in control and the provision requiring Mr. Irion to pay us liquidated damages while he is in breach of the restrictive covenants will be removed.

        Finally, each A&R Agreement will (a) include specified target bonus percentages, (b) provide that we will maintain a directors and officers insurance policy covering the applicable executive, (c) eliminate the car allowance from the benefits provided during the severance period and (d) provide that non-renewal of the term of the employment agreement by the Company will not constitute a severance event under the A&R Agreement.

Employment Letter with Westley Parks

Employment Term and Position

        Mr. Parks is party to an employment letter that replaced a prior employment agreement in order to remove his fixed employment term. Pursuant to his employment letter, Mr. Parks serves as the Vice President—Atlantic Region.

Base Salary, Annual Bonus, Benefits

        Pursuant to the terms of his employment letter, Mr. Parks is entitled to an annual base salary of $242,000. Mr. Parks' base salary was subsequently increased and is currently $252,000 per year. In 2013, Mr. Parks was also eligible to receive an annual bonus in accordance with the RVP Bonus Plan (as defined below). For a description of this cash incentive bonus plan, please see below under "—Annual Cash Incentive Compensation." Further, Mr. Parks is eligible for health benefits and a car allowance.

Severance

        Mr. Parks' employment letter provides for severance upon a termination by us without cause or by Mr. Parks for good reason pursuant to our Severance Policy (as described below). In accordance with our Severance Policy, upon a termination of Mr. Parks' employment by us without cause or by reason of his

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resignation for "good reason" (as defined in the Severance Policy), Mr. Parks is entitled to severance consisting of (a) continued base salary for 24 months, payable in 24 monthly installments, and (b) continued health benefits for the same 24-month period. We have the option to reduce Mr. Parks' severance package by the same amount by which we reduce the duration of Mr. Parks' non-compete period (as described below), should we choose to do so, but by no more than 50% in either case. The Neff Holdings LLC Executive Severance Policy (the "Severance Policy") defines "good reason" generally as (i) a material reduction in the executive's annual base salary, (ii) a material modification of the executive's duties where such modification constitutes a demotion, or (iii) the required relocation (on a permanent basis) of the executive's office location by more than fifty miles from his or her current office location.

Restrictive Covenants

        Pursuant to his employment letter, Mr. Parks is subject to non-competition and non-solicitation restrictions for a 24 month period after termination of employment, subject to reduction or clawback in accordance with the terms of the Severance Policy. As described above, in accordance with our Severance Policy, we are permitted to reduce the duration of Mr. Parks' non-compete period by up to 50%, which will result in a corresponding reduction in Mr. Parks' severance payment by the same percentage.

Annual Cash Incentive Compensation

        For fiscal year 2013, we sponsored the Neff Rental 2013 Incentive Plan—CEO and CFO (the "CEO and CFO Bonus Plan"), a corporate level bonus program whereby both Messrs. Hood and Irion were eligible for a target bonus equal to 50% of base salary based on corporate rental EBITDA, which we calculate as Adjusted EBITDA excluding any gain from sales of rental equipment, and corporate rental EBITDA minus net capital expenditure targets, with a maximum bonus payout equal to 100% of base salary. Pursuant to the CEO and CFO Bonus Plan, Mr. Irion's bonus was also subject to certain key performance objectives, or "KPOs," related to timeliness of financial reporting, monitoring rate improvement and achieving a specified ratio of revenue growth to EBITDA growth. For each KPO not achieved, Mr. Irion's bonus would have been reduced by 10%; however, all of the KPOs for 2013 were achieved. Mr. Hood's bonus was not subject to any KPOs for fiscal year 2013.

        For fiscal year 2013, we sponsored the Neff Rental Compensation Plan 2013—Region Vice President (the "RVP Bonus Plan"), a regional level bonus program for regional vice presidents. Under the RVP Bonus Plan, Mr. Parks was eligible to receive an annual bonus in an amount up to 100% of his base salary, where 80% of his annual bonus was based upon the achievement of regional rental EBITDA performance targets and 20% of his annual bonus was based upon the achievement of corporate rental EBITDA performance targets (calculated as described for purposes of the CEO and CFO Bonus Plan). Pursuant to the RVP Bonus Plan, Mr. Parks' bonus was also subject to certain KPOs related to the improvement of rental rates, fleet return on investment and improved worker safety. For each KPO not achieved, Mr. Parks' bonus would have been reduced by 10%; however, all of the KPOs for 2013 were achieved.

        The actual dollar amounts of annual cash bonuses awarded to each named executive officer for 2013 performance are set forth above in the "2013 Summary Compensation Table" in the column entitled "Non-Equity Incentive Plan Compensation." Such actual bonuses represent 112% achievement of the corporate rental EBITDA target for Messrs. Hood and Irion under the CEO and CFO Bonus Plan and represent 116% achievement of the regional rental EBITDA target and 112% achievement of the corporate rental EBITDA target for Mr. Parks under the RVP Bonus Plan.

Equity-Based Compensation Awards

        We currently sponsor the Neff Holdings LLC Management Equity Plan, as adopted October 1, 2010 (the "2010 Option Plan"), which is described below under the heading "—Equity Compensation Plans." Pursuant to the 2010 Option Plan, we have provided long-term equity compensation to our named

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executive officers in the form of options to acquire our Class B limited voting membership units ("Class B units" and such options, the "2010 Employee Options"). No named executive officer received unit option awards in 2013 under the 2010 Option Plan. Effective October 12, 2010, Messrs. Hood, Irion and Parks were granted options to purchase 218,000, 130,000 and 60,000 Class B units, respectively, at an exercise price of $23.86 per unit. As described below, all options under the 2010 Option Plan will be converted to options with respect to common units in connection with this offering. On June 1, 2011, the exercise price of these options was reduced to $10.82 in connection with Neff Holdings' distribution in 2011 of $120 million to its members as a return of capital (the "2011 Distribution"). A portion (62.5%) of the 2010 Employee Options granted under the 2010 Option Plan to Messrs. Hood, Irion and Parks vest over time (the "Service Options") and the remaining portion (37.5%) vest in equal installments upon the achievement of certain earnings-based targets (the "Performance Options"). The Service Options vest in equal installments on each of the first four anniversaries of the grant date, beginning with October 12, 2011. The vesting of the Performance Options is subject to achievement of certain earnings-based targets over four periods beginning with the period October 1, 2010 through December 31, 2011 and then over the next three calendar years, with the ability to vest in previous periods' tranches if cumulative targets are met. Upon a change in control of Neff Holdings, all of the then-outstanding 2010 Employee Options will fully vest and become exercisable. The Organizational Transactions will not trigger a change in control for purposes of the 2010 Option Plan.

        Any unvested options will generally terminate on the date of the named executive officer's termination, except that if the named executive officer is terminated by us without cause or resigns for good reason (as defined in the applicable named executive officer's employment agreement or employment letter), any portion of the Service Option that would have vested in the 90 day period immediately following the date of termination will vest as if the employment had not been terminated. Unvested Performance Options will remain outstanding following the date of termination through the date of determination of performance if the termination is by us without cause or by the executive for good reason following the end of the applicable performance period and prior to the date the performance conditions are determined. All outstanding vested Service Options (including any Service Options accelerated upon termination) and Performance Options will terminate and no longer be exercisable 90 days after the date of termination, with the exception that in the event that the performance conditions with respect to any Performance Option are determined to be satisfied after the 60^th day following the date of termination, the named executive officer will have 30 days following the date of such determination to exercise such portion of the Performance Option. If the named executive officer is terminated for any reason prior to this offering, we can repurchase all or any portion of the units issued pursuant to the exercise of the executive's option. Because no options have been exercised and because we do not intend to terminate any named executive officer prior to the consummation of this offering, no such repurchase is contemplated.

        For additional information about all outstanding options held by our named executive officers, please see the "Outstanding Equity Awards at Fiscal Year End" table below.

        Going forward, we intend to adopt a 2014 Incentive Award Plan in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. We expect that the 2014 Incentive Award Plan will be effective on the date on which it is adopted by our board of directors, subject to approval of such plan by our stockholders. For additional information about the 2014 Incentive Award Plan, please see the section titled "—Equity Compensation Plans" below.

Offering Grants to Employees under the 2014 Incentive Award Plan

        In connection with this offering, we intend to grant equity awards under the 2014 Incentive Award Plan to certain of our employees, including the named executive officers (the "offering grants"). We intend

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that the offering grants for Messrs. Hood, Irion and Parks will have a grant-date fair value equal to 100%, 70% and 50% of their base salaries, respectively. Each named executive officer's offering grant is intended to be composed of 50% of stock options and 50% of restricted stock units, or "RSUs." The stock options are intended to vest, subject to continued employment, in equal annual installments on the first four anniversaries of the date of grant. The RSUs are intended to cliff-vest on the third anniversary of the date of grant, subject to continued employment (except as otherwise described above with respect to Messrs. Hood and Irion), and (a) in the case of 50% of each such executive's RSUs, only if the Company's return on invested capital for the three-year period from the date of grant exceeds its weighted average cost of capital for such period and (b) in the case of the other 50% of each such executive's RSUs, only if our total shareholder return, as measured for such period, is equal to or greater than the median total shareholder return of companies in the Trading Companies and Distributors GICS Sub-Industry for such period.

Other Elements of Compensation

Retirement Plans

        We currently maintain the Neff Rental LLC 401(k) Plan (the "401(k) Plan"), a 401(k) retirement savings and profit-sharing plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) Plan on the same terms as other full-time employees. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) Plan. Currently, we provide a discretionary match of contributions made by participants in the 401(k) Plan, whereby our matching contributions begin to vest upon the participant's completion of his or her second year of service and continue vesting ratably on each of the next five anniversaries thereafter through the participant's sixth year of service. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) Plan, and making matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

        We do not maintain any qualified pension plans or non-qualified deferred compensation plans.

Employee Benefits and Perquisites

        Health/Welfare Plans.    All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

•

medical, dental and vision benefits;

•

medical and dependent care flexible spending accounts;

•

short-term and long-term disability insurance; and

•

life insurance.

        Perquisites.    We provide members of our management team, including our named executive officers, with a car allowance. In 2013, Messrs. Hood, Irion and Parks each received a car allowance, equal to $12,000, $10,800 and $10,800, respectively.

        We believe the benefits and perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

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No Tax Gross-Ups

        We do not make gross-up payments to cover our named executive officers' personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our company.

Executive Stock Ownership Policy

        We intend to adopt an executive stock ownership policy in connection with this offering which will encourage our executives, within five years after this offering, to hold shares of our common stock with a value equal to a specified multiple of base salary (five times annual base salary, in the case of the Chief Executive Officer, three times annual base salary, in the case of the Chief Financial Officer and our executive and senior vice presidents, and one times annual base salary, in the case of our other vice presidents).

Outstanding Equity Awards at Fiscal Year-End

        The following table summarizes the number of Class B units underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2013.

		Option Awards(1)
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#)		Option Exercise Price ($)		Option Expiration Date
Graham Hood	10/12/10		163,500		34,063		20,438		10.82	10/12/2020
Mark Irion	10/12/10		97,500		20,313		12,188		10.82	10/12/2020
Westley Parks	10/12/10		45,000		9,375		5,625		10.82	10/12/2020

(1)

Reflects options granted pursuant to the 2010 Option Plan, subject to both time-based and performance-based vesting restrictions. The time-based vesting options vest in four equal installments on each of the first four anniversaries of the grant date, or on October 12, 2011, 2012, 2013 and 2014. The performance-based vesting options vest based on the achievement of certain EBITDA-related performance targets at the end of each calendar year ending 2011, 2012, 2013 and 2014. As of December 31, 2013, 102,188, 60,938 and 28,125 of the time-based options and 61,313, 36,563 and 16,875 of the performance-based options were vested and exercisable for Messrs. Hood, Irion and Parks, respectively.

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Director Compensation Table

        The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2013.

Name	Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)		Total ($)
James Continenza		75,000		—		75,000
Robert Singer		60,000		—		60,000

(1)

Amounts include the annual retainer fees earned by Messrs. Continenza (who served as chairman of our board of directors and as a member of the compensation committee) and Singer (who served on the audit committee), equal to $45,000 for each director in connection with services on our board in the 2013 fiscal year, payable on a quarterly basis. Amount for Mr. Continenza also includes the annual retainer fee equal to $30,000 earned in connection with his services as chairman of the board, payable on a quarterly basis. Mr. Continenza did not receive any additional amount as a result of his compensation committee services. Amount for Mr. Singer also includes the annual retainer fee equal to $15,000 earned in connection with his services on our audit committee, payable on a quarterly basis.

(2)

Neither Mr. Continenza nor Mr. Singer received any equity awards during fiscal year 2013. The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 2013 by each of Messrs. Continenza and Singer. Neither Mr. Continenza nor Mr. Singer held stock awards as of such date.

Name	Grant Date	Options Outstanding at Fiscal Year End(a)
James Continenza	11/11/10		12,573	(b)
Robert Singer	11/11/10		8,801	(c)

(a)

Reflects options to purchase Class B units granted to our non-employees directors pursuant to the 2010 Option Plan, subject to service-based vesting restrictions. As described below, all such options will be converted into options to purchase common units in connection with this offering. All such options have an exercise price of $10.82 per unit, adjusted from $23.86 per unit in connection with the 2011 Distribution like the 2010 Employee Options, as described above under "—Narrative Disclosure to the Summary Compensation Table—Equity-Based Compensation Awards." The options vest in equal installments on each of the first four anniversaries of the grant date, or November 11, 2010, subject to continued service as a member of the board of directors through the applicable vesting date. Upon a change in control of Neff Holdings, all such options will fully vest and become exercisable. The Organizational Transactions will not trigger a change in control for purposes of the 2010 Option Plan.

(b)

Of such 12,573 options outstanding, 9,430 were exercisable and 3,143 were unexercisable as of December 31, 2013.

(c)

Of such 8,801 options outstanding, 6,601 were exercisable and 2,200 were unexercisable as of December 31, 2013.

        Our third non-employee director, Mr. Joseph Deignan, did not receive any compensation during fiscal year 2013.

        We reimbursed each non-employee director for expenses incurred during fiscal year 2013 in connection with his services as a director.

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Director Compensation Following this Offering

        We intend to adopt a compensation policy that, effective upon the closing of this offering, will be applicable to all of our non-employee directors other than Mr. Deignan. Pursuant to this policy, each eligible non-employee director other than the chairperson of the board will receive an annual cash retainer of $45,000 and the chairperson will receive an annual cash retainer of $80,000. Each compensation committee member other than the committee chairperson will receive an additional annual cash retainer of $5,000 and the committee chairperson will receive an additional annual cash retainer of $10,000. Each audit committee member other than the committee chairperson will receive an additional annual cash retainer of $7,500 and the committee chairperson will receive an additional annual cash retainer of $15,000. Each nominating and corporate governance committee member other than the committee chairperson will receive an additional annual cash retainer of $2,500 and the committee chairperson will receive an additional annual cash retainer of $5,000. Each annual retainer will be paid quarterly in arrears.

        Also, pursuant to this director compensation policy, each year, we intend to grant each eligible non-employee director an award of restricted stock units in Neff Corporation with a grant-date fair value of $85,000 for each non-employee director other than the chairperson of the board of directors and $100,000 for the chairperson. The terms of each such award will be set forth in a written award agreement between each director and us, which we intend will generally provide for vesting after one year of continued service as a director. We expect that the first such award will be made in connection with this offering. Directors elected or appointed mid-quarter will receive a pro-rated portion of the annual retainer and the annual award, in each case adjusted to reflect his or her period of service.

        We intend to adopt a director stock ownership policy encouraging directors to hold shares of our common stock with a value equal to three times his or her annual cash retainer fee (exclusive of any committee retainers).

Equity Compensation Plans

Neff Holdings LLC Management Equity Plan (the "2010 Option Plan")

        Neff Holdings currently sponsors the 2010 Option Plan, in order to align the interests of our employees, managers and directors with the interests of our company. The 2010 Option Plan permits the grant of awards in the form of Class B units, phantom units or options, warrants or other securities that are convertible, exercisable or exchangeable for or into Class B units, as the committee determines, but to date, only options to purchase Class B units have been granted under the 2010 Option Plan. In connection with this offering, all such options will be converted into options with respect to common units. We expect that on and after the completion of this offering and following the effectiveness of the Neff Corporation 2014 Incentive Award Plan (as described below), no further grants will be made under the 2010 Option Plan.

2014 Incentive Award Plan

        We intend to adopt the Neff Corporation 2014 Incentive Award Plan (the "Plan"), subject to approval by our stockholders, under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the Plan, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the Plan and, accordingly, this summary is subject to change.

        Eligibility and Administration.    Our employees, consultants and directors, and employees, consultants and directors of our affiliates will be eligible to receive awards under the Plan. Following this offering, the Plan will be administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan

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administrator below), subject to certain limitations that may be imposed under Section 162(m) of the Code, Section 16 of the Exchange Act, and/or stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Plan, including any vesting and vesting acceleration conditions.

        Limitation on Awards and Shares Available.    An aggregate of            Class A common shares (referred to in this summary as common shares) will be available for issuance under awards granted pursuant to the Plan, which shares may be authorized but unissued shares, or shares purchased in the open market. If an award under the Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. However, the following shares may not be used again for grant under the Plan: (1) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an option or SAR (as defined below); (2) shares subject to an SAR that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options.

        Awards granted under the Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the Plan. The maximum number of common shares that may be subject to one or more awards granted to any person pursuant to the Plan during any calendar year will be            and the maximum amount that may be paid under a cash award pursuant to the Plan to any one participant during any calendar year period will be $                . Further, the maximum aggregate grant date fair value of awards granted to any non-employee director during any calendar year will be $            .

        Awards.    The Plan will provide for the grant of stock options, including incentive stock options, or "ISOs," nonqualified stock options, or "NSOs," restricted stock, dividend equivalents, stock payments, restricted stock units, or "RSUs," deferred stock, deferred stock units, performance awards, and stock appreciation rights, or "SARs." No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the Plan. Certain awards under the Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in common shares, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

•

NSOs and ISOs.  Stock options provide for the right to purchase common shares in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

•

SARs.  SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a

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corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

•

Restricted Stock and RSUs.  Restricted stock is an award of nontransferable common shares that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver common shares in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

•

Stock Payments, Other Incentive Awards and Cash Awards.  Stock payments are awards of fully vested common shares that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from common shares or value metrics related to common shares, and may remain forfeitable unless and until specified conditions are met. Cash awards are cash incentive bonuses subject to performance goals.

•

Dividend Equivalents.  Dividend equivalents represent the right to receive the equivalent value of dividends paid on common shares and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Dividend equivalents may not be paid on awards granted under the Plan subject to performance based-vesting unless and until such awards have vested.

•

Deferred Stock Awards.  Deferred stock awards represent the right to receive common shares on a future date. The Plan provides that deferred stock may not be sold or otherwise hypothecated or transferred until issued. Deferred stock will not be issued until the deferred stock award has vested, and recipients of deferred stock generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the shares are issued. Deferred stock awards generally will be forfeited, and the underlying shares of deferred stock will not be issued, if the applicable vesting conditions and other restrictions are not met.

•

Deferred Stock Units.  Deferred stock units will be awarded to any eligible individual selected by the administrator, typically without payment of consideration, but may be subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Each deferred stock unit entitles the holder thereof to receive one common share on the date the deferred stock unit becomes vested or upon a specified settlement date thereafter. The Plan provides that, like deferred stock, deferred stock units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike deferred stock, deferred stock units may provide that shares of stock underlying the deferred stock units will not be issued until a specified date or event following the vesting date. Recipients of deferred stock units generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied and the shares underlying the award have been issued to the holder.

•

Performance Awards.  Performance Awards will be granted by the plan administrator in its discretion on an individual or group basis. Generally, these awards will be based upon specific performance targets and will be paid in cash or in common shares or in a combination of both. The Plan provides that performance awards may include "phantom" stock awards that provide for payments based upon the value of common shares and that performance awards may also include bonuses that may

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be granted by the administrator on an individual or group basis and which may be payable in cash or in common shares or in a combination of both.

        Section 162(m).    Section 162(m) of the Code imposes a $1,000,000 cap on the compensation deduction that a public company may take in respect of compensation paid to our "covered employees" (which should include our Chief Executive Officer and our next three most highly compensated employees other than our Chief Financial Officer), but excludes from the calculation of amounts subject to this limitation any amounts that constitute qualified performance based compensation ("QPBC"). Under current tax law, we do not expect Section 162(m) of the Code to apply to certain awards under the Plan until the earliest to occur of (1) our annual stockholders' meeting that occurs during 2018 at which members of our board of directors are to be elected; (2) a material modification of the Plan; (3) an exhaustion of the share supply under the Plan; and (4) the expiration of the Plan. However, QPBC performance criteria may be used with respect to performance awards that are not intended to constitute QPBC. In addition, the company may issue awards that are not intended to constitute QPBC even if such awards might be non-deductible as a result of Section 162(m) of the Code.

        In order to constitute QPBC under Section 162(m) of the Code, in addition to certain other requirements, the relevant amounts must be payable only upon the attainment of pre-established, objective performance goals set by our compensation committee and linked to stockholder-approved performance criteria. For purposes of the Plan, one or more of the following performance criteria will be used in setting performance goals applicable to QPBC, and may be used in setting performance goals applicable to other performance awards: (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) revenue growth or product revenue growth; (iv) net income (either before or after taxes); (v) adjusted net income; (vi) operating earnings or profit (either before or after taxes); (vii) cash flow (including, but not limited to, operating cash flow and free cash flow); (viii) return on assets or net assets; (ix) return on capital (or invested capital) and cost of capital; (x) return on stockholders' equity; (xi) total stockholder return; (xii) return on sales; (xiii) gross or net profit or operating margin; (xiv) costs, reductions in costs and cost control measures; (xv) funds from operations or funds available for distributions; (xvi) expenses; (xvii) working capital; (xviii) earnings or loss per share; (xix) adjusted earnings per share; (xx) price per share of and dividends with respect to common shares or appreciation in and/or maintenance of such price or dividends; (xxi) economic value added models or similar metrics; (xxii) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xxiii) implementation or completion of critical projects or processes; (xxiv) sales, unit volume or market share; (xxv) licensing revenue; (xxvi) brand recognition/acceptance, (xxvii) inventory turns or cycle time, (xxviii) strategic initiatives (including, without limitation, with respect to market penetration and spending efficiency, geographic business expansion, manufacturing, commercialization, production and productivity, customer satisfaction and growth, employee satisfaction, recruitment and maintenance of personnel, human resources management, supervision of litigation and other legal matters, information technology, strategic partnerships and transactions (including acquisitions, dispositions, joint ventures, in-licensing and out-licensing of intellectual property, and establishment of relationships with commercial entities with respect to the marketing, distribution and sale of Company products, and factoring transactions, research and development and related activity, financial or other capital raising transactions, operating efficiency, and asset quality); (xxix) financial ratios (including, without limitation, those measuring liquidity, activity, profitability or leverage); and (xxx) lease placement of equipment, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The Plan also permits the plan administrator to provide for objectively determinable adjustments to the applicable performance criteria in setting performance goals for QPBC awards.

        Certain Transactions.    The plan administrator has broad discretion to take action under the Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain

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transactions and events affecting common shares, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as "equity restructurings," the plan administrator will make equitable adjustments to the Plan and outstanding awards. In the event of a change in control (as defined in the Plan) of our company, to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then the administrator may cause any or all of such awards to become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change in control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.

        Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments.    The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Plan, the plan administrator may, in its discretion, accept cash or check, common shares that meet specified conditions, a "market sell order" or such other consideration as it deems suitable.

        Plan Amendment and Termination.    Our board of directors may amend or terminate the Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Plan, "reprices" any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. No award may be granted pursuant to the Plan after the tenth anniversary of the date on which our board of directors adopts the Plan.

Other Compensation Programs

Neff Holdings LLC 2014 Management Special Bonus Plan

        Neff Holdings entered into a management special bonus plan, effective June 1, 2014, whereby certain service providers (including our named executive officers and non-employee directors) received single, lump sum cash bonus payments upon the closing of the Second Lien Loan and distribution of cash to our sponsor. Our named executive officers, Messrs. Hood, Irion and Parks, received management special bonuses pursuant to this plan on June 20, 2014 equal to $6,593,000, $3,931,000 and $1,814,000, respectively. Our non-employee directors, Messrs. Continenza and Singer, received special bonuses pursuant to this plan on July 3, 2014 equal to $380,000 and $266,000, respectively. The special bonuses are subject to our clawback within one year following payment to the extent any participant engages in behavior while employed by us which would have justified a termination for cause prior to the payment of the award.

Neff Holdings LLC Amended and Restated Sale Transaction Bonus Plan

        Neff Holdings entered into a transaction bonus plan whereby certain service providers (including our named executive officers and non-employee directors) are eligible to receive cash bonus payments payable upon a sale transaction (defined as a change in control of Neff Holdings or the consummation of a public offering by Neff Holdings, any successor or any holding company formed for the purpose of owning an equity interest in Neff Holdings that results in securities of such entity being listed on an SEC-registered

113

national securities exchange (including this offering) that raises at least $200,000,000 that is applied to the payment of liabilities of Neff Holdings and its affiliates or is otherwise distributed to its members), subject to their continued employment or services at the time of consummation of the sale transaction and execution of a release of claims against the company. If a sale transaction or qualified public offering occurs as stated above, the plan will pay out to participants a total of $9,921,650 in transaction bonuses, subject to a minimum enterprise value goal of $900,000 for certain employees other than the named executive officers. Our named executive officers, Messrs. Hood, Irion and Parks, are eligible to receive transaction bonuses pursuant this plan equal to $2,606,522, $1,554,349 and $717,391, respectively. Our non-employee directors, Messrs. Continenza and Singer, are eligible to receive transaction bonuses pursuant to this plan equal to $150,333 and $105,233, respectively. The sale transaction bonuses will be payable in a lump sum within 30 days following the closing date of the sale transaction. We intend to adopt, in connection with this offering, an amendment to the Neff Holdings LLC Amended and Restated Sale Transaction Bonus Plan whereby the threshold of receipts required to trigger bonus payments will be reduced from $200,000,000 to $175,000,000.

Neff Holdings LLC 2014 Incentive Bonus Plan

        Neff Holdings expects to enter into a cash incentive bonus plan, in connection with this offering, whereby certain service providers (including our named executive officers and non-employee directors) will have a contingent right to receive cash distribution awards in connection with our sponsor's receipt of a specified level of proceeds in connection with the sale, disposition or transfer of its common units in Neff Holdings. At such time as our sponsor receives cash proceeds of at least $81,000,000, we will fund an incentive pool of $2,100,000 and at such time as our sponsor receives cash proceeds of at least $108,000,000, we will fund an additional incentive pool of $2,100,000. Our named executive officers, Messrs. Hood, Irion and Parks, will be eligible to receive 28.01%, 16.70% and 7.71% of the incentive pool, respectively, in a single, lump sum payment pursuant to the terms of their individual written award agreements, subject to continued services through the relevant date at which the incentive pool is established and subject to the execution of a non-revocable release of claims. Our non-employee directors, Messrs. Continenza and Singer, will be eligible to receive 1.62% and 1.13% of the incentive pool, respectively, in a single, lump sum payment pursuant to the terms of their individual written award agreements, subject to continued employment through the relevant date at which the incentive pool is established and subject to the execution of a non-revocable release of claims. Proceeds from this offering may count toward the threshold under this cash incentive bonus plan, but only to the extent that Wayzata receives proceeds in connection with its sale, disposition or transfer of its common units in Neff Holdings.

2014 Senior Executive Bonus Plan

        We intend to adopt the Neff Corporation 2014 Senior Executive Incentive Bonus Plan (the "Executive Bonus Plan"), to be effective as of the day immediately prior to this offering. The Executive Bonus Plan is intended to provide an incentive for superior work and to motivate covered key executives toward even greater achievement and business results, to tie their goals and interests to those of us and our stockholders and to enable us to attract and retain highly qualified executives. The principal features of the Executive Bonus Plan are summarized below.

        The Executive Bonus Plan is an incentive bonus plan under which certain key executives, including our named executive officers, will be eligible to receive bonus payments. Bonuses will generally be payable under the Executive Bonus Plan upon the attainment of pre-established performance goals. Notwithstanding the foregoing, we may pay bonuses (including, without limitation, discretionary bonuses) to participants under the Executive Bonus Plan based upon such other terms and conditions as our compensation committee may in its sole discretion determine. The payment of a bonus under the Executive Bonus Plan to a participant with respect to a performance period will generally be conditioned on such participant's continued employment on the last day of such performance period, provided that our compensation committee may make exceptions to this requirement in its sole discretion.

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        The performance goals under the Executive Bonus Plan will relate to one or more financial, operational or other metrics with respect to individual or company performance with respect to us or any of our affiliates, including but not limited to the following possible performance goals: (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) revenue growth or product revenue growth; (iv) net income (either before or after taxes); (v) adjusted net income; (vi) operating earnings or profit (either before or after taxes); (vii) cash flow (including, but not limited to, operating cash flow and free cash flow); (viii) return on assets or net assets; (ix) return on capital (or invested capital) and cost of capital; (x) return on stockholders' equity; (xi) total stockholder return; (xii) return on sales; (xiii) gross or net profit or operating margin; (xiv) costs, reductions in costs and cost control measures; (xv) funds from operations or funds available for distributions; (xvi) expenses; (xvii) working capital; (xviii) earnings or loss per share; (xix) adjusted earnings per share; (xx) price per share of and dividends with respect to common shares or appreciation in and/or maintenance of such price or dividends; (xxi) economic value added models or similar metrics; (xxii) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xxiii) implementation or completion of critical projects or processes; (xxiv) sales, unit volume or market share; (xxv) licensing revenue; (xxvi) brand recognition/acceptance, (xxvii) inventory turns or cycle time, (xxviii) strategic initiatives (including, without limitation, with respect to market penetration and spending efficiency, geographic business expansion, manufacturing, commercialization, production and productivity, customer satisfaction and growth, employee satisfaction, recruitment and maintenance of personnel, human resources management, supervision of litigation and other legal matters, information technology, strategic partnerships and transactions (including acquisitions, dispositions, joint ventures, in-licensing and out-licensing of intellectual property, and establishment of relationships with commercial entities with respect to the marketing, distribution and sale of Company products, and factoring transactions, research and development and related activity, financial or other capital raising transactions, operating efficiency, and asset quality); (xxix) financial ratios (including, without limitation, those measuring liquidity, activity, profitability or leverage); and (xxx) lease placement of equipment, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The Plan also permits the plan administrator to provide for objectively determinable adjustments to the applicable performance criteria in setting performance goals for Executive Bonus Plan awards.

        The Executive Bonus Plan is administered by our compensation committee. Our compensation committee will select the participants in the Executive Bonus Plan and any performance goals to be utilized with respect to the participants, establish the bonus formulas for each participant's annual bonus, and certify whether any applicable performance goals have been met with respect to a given performance period. The Executive Bonus Plan provides that we may amend or terminate the Executive Bonus Plan at any time in our sole discretion. Any amendments to the Executive Bonus Plan will require stockholder approval only to the extent required by applicable law, rule or regulation. The Executive Bonus Plan will expire on the earliest of:

•

the first material modification of the Executive Bonus Plan;

•

the first stockholders meeting at which members of our board of directors are elected during 2018; or

•

such other date required by Section 162(m) of the Code.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth information about the beneficial ownership of our Class A common stock and Class B common stock immediately prior to and after the consummation of this offering and the Organizational Transactions described herein, for:

•

each person or group known to us who beneficially owns more than 5.0% of our Class A common stock or Class B common stock immediately prior to this offering;

•

each of our directors and director nominees;

•

each of our named executive officers; and

•

all of our directors and executive officers as a group.

        Unless otherwise noted below, the address for each beneficial owner listed on the table is 3750 N.W. 87^th Avenue, Suite 400, Miami, FL 33178. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all Class A common stock that they beneficially own, subject to applicable community property laws.

        As described in "Our Organizational Structure" and "Certain Relationships and Related Party Transactions—Neff Holdings LLC Agreement," each common unit (other than common units held by us) is redeemable for one of our Class A common shares, or, at our option, cash equal to the market value of one of our Class A common shares. In addition, at Neff Corporation's election, Neff Corporation may effect a direct exchange of such Class A common stock or such cash for such common units.

        As described in "Our Organizational Structure" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement," concurrently with this offering, we will issue to Wayzata one share of Class B common stock for each common unit they own. As a result, the number of shares of Class B common stock listed in the table below generally correlates to the number of common units in Neff Holdings that Wayzata will own immediately prior to and after this offering (but after giving effect to the Organizational Transactions other than this offering).

	Shares Beneficially Owned Prior to this Offering					Shares Beneficially Owned After this Offering Assuming the Underwriters' Option is Not Exercised				Shares Beneficially Owned After This Offering Assuming The Underwriters' Option is Exercised in Full
Name and Address of Beneficial Owner	Shares of Class A Common Stock		Shares of Class B Common Stock		% of Combined Voting Power(1)	Shares of Class A Common Stock		Shares of Class B Common Stock	% of Combined Voting Power(1)	Shares of Class A Common Stock		Shares of Class B Common Stock	% of Combined Voting Power(1)
Wayzata(2)		—		100			—				—
Graham Hood		—		—			—				—
Mark Irion		—		—			—				—
Westley Parks		—		—			—				—
Robert Singer		—		—			—				—
James Continenza		—		—			—				—
Joseph Deignan		—		—			—				—
Gerard E. Holthaus		—		—			—				—
All executive officers and directors as a group		—		—			—				—

*

Represents less than 1%.

(1)

Each share of Class A common stock entitles the registered holder thereof to one vote on all matters presented to stockholders for a vote generally, including the election of directors. Each share of Class B common stock entitles the registered holder thereof to one vote on all matters presented to stockholders for a vote generally, including the election of directors. The Class A common stock and Class B common stock will vote as a single class on all matters except as required by law.

(2)

Wayzata represents the aggregate shareholdings of Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P., which are advised by Wayzata Investment Partners LLC. The address for such stockholders is c/o Wayzata Investment Partners LLC, 701 East Lake Street, Suite 300, Wayzata, Minnesota 55391.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        Each of the related party transactions described below was negotiated on an arm's length basis. We believe that the terms of such agreements are as favorable as those we could have obtained from parties not related to us.

        The following are summaries of certain provisions of our related party agreements and are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. We therefore urge you to review the agreements in their entirety. Copies of the forms of the agreements have been filed as exhibits to the registration statement of which this prospectus is a part, and are available electronically on the website of the SEC at www.sec.gov.

The Organizational Transactions

        In connection with the Organizational Transactions, we will engage in certain transactions with certain of our directors, executive officers and other persons and entities which are or will become holders of 5% or more of our voting securities upon the consummation of the Organizational Transactions, including entering into the Tax Receivable Agreement. These transactions are described in "Our Organizational Structure."

Tax Receivable Agreement

        As described in "Our Organizational Structure," we intend to use substantially all of the proceeds from this offering to purchase common units of Neff Holdings, in part from Wayzata (to the extent the underwriters exercise their option to purchase additional shares of Class A common stock) and otherwise directly from Neff Holdings. We expect to obtain an increase in our share of the tax basis of the assets of Neff Holdings as a result of these Organizational Transactions, including the use of such proceeds to repay certain indebtedness of Neff Holdings. We may obtain a similar increase in our share of the tax basis of the assets of Neff Holdings in the future, when (as described below under "—Neff Holdings LLC Agreement—Agreement in Effect Upon Completion of the Offering—Common Unit Redemption Right") an existing owner receives shares of our Class A common stock or cash at our election in connection with an exercise of such existing owner's right to have common units in Neff Holdings held by such existing owner redeemed by Neff Holdings or, at the election of Neff Corporation, exchanged (which we intend to treat as our direct purchase of common units from an existing owner for U.S. federal income and other applicable tax purposes, regardless of whether such common units are surrendered by an existing owner to Neff Holdings for redemption or sold to us upon the exercise of our election to acquire such common units directly) (such basis increase, together with the basis increases described in the immediately preceding sentence, the "Basis Adjustments"). Moreover, as a result of the application of the principles of Section 704(c) of the Code and the U.S. Treasury regulations issued thereunder, which require that items of income, gain, loss and deduction attributable to property owned by Neff Holdings on the date that we purchase common units directly from Neff Holdings with a portion of the proceeds from this offering must be allocated among the members of Neff Holdings to take into account the difference between the fair market value and the adjusted tax basis of such assets on such date, Neff Holdings will be required to make certain special allocations of its items of loss and deduction to us over time that are in excess of our pro rata share of such items of loss or deduction. Any Basis Adjustment as well as the special allocations described above will have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The Basis Adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

        In connection with the transactions described above, we will enter into a Tax Receivable Agreement with each of our existing owners that will provide for the payment by us to such persons of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a

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result of the transactions described above, including increases in the tax basis of the assets of Neff Holdings attributable to payments made under the Tax Receivable Agreement and deductions attributable to imputed interest and other payments of interest pursuant to the Tax Receivable Agreement. Neff Holdings intends to have in effect an election under Section 754 of the Code effective for the taxable year in which we purchase common units from the existing owners with the proceeds of this offering and each taxable year in which a redemption or exchange of Neff Holdings common units for shares of our Class A common stock or cash occurs. These tax benefit payments are not conditioned upon one or more of the existing owners maintaining a continued ownership interest in either Neff Holdings or us. Our existing owners' rights under the Tax Receivable Agreement are assignable to transferees of its common units in Neff Holdings (other than Neff Corporation as transferee pursuant to redemption of common units in Neff Holdings). We expect to benefit from the remaining 15% of cash savings, if any, that we may actually realize.

        The actual Basis Adjustments, as well as any amounts paid to our existing owners under the Tax Receivable Agreement will vary depending on a number of factors, including:

•

the timing of any subsequent redemptions or exchanges—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Neff Holdings at the time of each redemption or exchange;

•

the price of shares of our Class A common stock at the time of the initial purchases or subsequent redemptions or exchanges—the Basis Adjustments, as well as any related increase in any tax deductions, is directly related to the price of shares of our Class A common stock at the time of the initial purchases or subsequent redemptions or exchanges;

•

the extent to which such redemptions or exchanges are taxable—if a redemption or exchange is not taxable for any reason, increased tax deductions will not be available; and

•

the amount and timing of our income—the Tax Receivable Agreement generally will require Neff Corporation to pay 85% of the net tax benefits as and when those benefits are treated as realized under the terms of the Tax Receivable Agreement. If Neff Corporation does not have taxable income, it generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have been actually realized. However, any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be utilized to generate tax benefits in previous or future taxable years. The utilization of any such tax attributes will result in payments under the Tax Receivable Agreement.

        For purposes of the Tax Receivable Agreement, cash savings in income and franchise tax will be computed by comparing our actual income and franchise tax liability to the amount of such taxes that we would have been required to pay had there been no Basis Adjustments, had there been no tax benefit to us as a result of the special allocations described above and had the Tax Receivable Agreement not been entered into. The Tax Receivable Agreement will generally apply to each of our taxable years, beginning with the first taxable year ending after the consummation of the offering. There is no maximum term for the Tax Receivable Agreement; however, the Tax Receivable Agreement may be terminated by us pursuant to an early termination procedure that requires us to pay the existing owners an agreed upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated with certain assumptions).

        The payment obligations under the Tax Receivable Agreement are obligations of Neff Corporation and not of Neff Holdings. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we may be required to make to our existing owners could be substantial. Any payments made by us to our existing owners under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have

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otherwise been available to us or to Neff Holdings and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. We anticipate funding payments under the Tax Receivable Agreement from cash flow from operations of our subsidiaries, available cash and available borrowings under the Revolving Credit Facility.

        The Tax Receivable Agreement provides that if certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, or that if, at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor's obligations, under the Tax Receivable Agreement would accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. We may elect to completely terminate the Tax Receivable Agreement early only with the written approval of a majority of Neff Corporation's "independent directors" (within the meaning of Rule 10A-3 promulgated under the Exchange Act and the corresponding rules of the NYSE). The single Wayzata board member will not be an "independent director" for this purpose and will not have the ability to cause Neff Corporation to elect an early termination of the Tax Receivable Agreement.

        Decisions made by us in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by a redeeming existing owner under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments.

        As a result of a change in control or our election to terminate the Tax Receivable Agreement early, (i) we could be required to make cash payments to our existing owners that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement, and (ii) we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

        Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. We will not be reimbursed for any cash payments previously made to our existing owners pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and ultimately disallowed. Instead, any excess cash payments made by us to an existing owner will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to our existing owners for a number of years following the initial time of such payment. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings. Although we are not currently aware of any potential challenge, if we subsequently determine that any Basis Adjustments or other tax benefits may be subjected to a reasonable challenge by a taxing authority, we may withhold payments to our existing owners under the Tax Receivable Agreement related to such Basis Adjustments or other tax benefits in an interest-bearing escrow account until such a challenge is no longer possible.

        If we receive a formal notice or assessment from a taxing authority with respect to any cash savings covered by the Tax Receivable Agreement, we will place any subsequent tax benefit payments that would otherwise be made to the existing owners into an interest-bearing escrow account until there is a final

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determination. We will have full responsibility for, and sole discretion over, all Neff Corporation tax matters, including the filing and amendment of all tax returns and claims for refund and defense of all tax contests, subject to certain participation and approval rights held by the existing owners.

        Under the Tax Receivable Agreement, we are required to provide our existing owners with a schedule showing the calculation of payments that are due under the Tax Receivable Agreement with respect to each taxable year with respect to which a payment obligation arises within 30 days after filing our U.S. federal income tax return for such taxable year. This calculation will be based upon the advice of our tax advisors. Payments under the Tax Receivable Agreement will generally be made to our existing owners within three business days after this schedule becomes final pursuant to the procedures set forth in the Tax Receivable Agreement, although interest on such payments will begin to accrue at a rate of LIBOR plus 100 basis points from the due date (without extensions) of such tax return. Any late payments that may be made under the Tax Receivable Agreement will continue to accrue interest at LIBOR plus 500 basis points until such payments are made, including any late payments that we may subsequently make because we did not have enough available cash to satisfy our payment obligations at the time at which they originally arose.

        Assuming that there are no material changes in the relevant tax law, the underwriters exercise in full their option to purchase additional shares of Class A common stock, Neff Holdings is able to fully depreciate or amortize its assets, we earn sufficient taxable income to realize the full tax benefit of the increased depreciation and amortization of our assets, and the market value of one share of Class A common stock is equal to the initial public offering price per share, we expect that future payments under the Tax Receivable Agreement in respect of our initial purchase of common units of Neff Holdings from Neff Holdings and Wayzata, will aggregate $             million and range from approximately $             million to $             million per year over the next 15 years. Future payments under the Tax Receivable Agreement in respect of subsequent redemptions or exchanges by our existing owners will be in addition to these amounts and are expected to be substantial.

        Assuming that Neff Corporation purchased all of the common units of Neff Holdings in connection with this initial public offering, there are no material changes in the relevant tax law, Neff Holdings is able to fully depreciate or amortize its assets, we earn sufficient taxable income to realize the full tax benefit of the increased depreciation and amortization of our assets, and the market value of one share of Class A common stock is equal to the initial public offering price per share, future payments under the Tax Receivable Agreement in respect of such purchases could aggregate $            and range from approximately $             million to $             million per year over the next 15 years.

        The foregoing numbers are merely estimates, and the actual payments and timing of such payments could differ materially depending on a number of factors. As discussed above, actual amounts of payments under the Tax Receivable Agreement and the timing of such payments will vary and will be determined based on a number of factors, including the timing of future redemptions or exchanges of common units in Neff Holdings, the price of Class A common stock at the time of each redemption or exchange, the extent to which such redemptions or exchanges are taxable, the amount and timing of the taxable income we generate in the future and the tax rate then applicable and the timing and amount of any subsequent asset dispositions. Thus, it is likely that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding payments under the Tax Receivable Agreement as compared to the estimates set forth above.

Neff Holdings LLC Agreement

Agreement in Effect Before Completion of this Offering

        The existing owners of Neff Holdings are parties to an Amended and Restated Limited Liability Company Agreement of Neff Holdings LLC, dated as of October 1, 2010 and amended as of October 20, 2010, which governs the business operations of Neff Holdings and defines the relative rights and privileges associated with the existing Class A units and Class B units of Neff Holdings. We refer to this agreement as

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the "Existing LLC Agreement." The day-to-day business operations of Neff Holdings are overseen and implemented by officers of Neff Holdings, subject to limitations imposed by the board of managers. Under the Existing LLC Agreement, Neff Holdings is governed by a four-member board of managers, who qualify as "managers" for purposes of the Delaware limited liability company statute. Holders of more than 50% of the outstanding Class A units are entitled to elect the managers from time to time; provided that the Chief Executive Officer shall at all times serve as a manager. Each member of the board of managers has one vote on all matters submitted to the board, and board actions require a vote of the majority of managers. Each existing member's rights under the Existing LLC Agreement continue until the effective time of the new Neff Holdings operating agreement to be adopted in connection with this offering, as described below, at which time the existing members will continue as members that hold common units in Neff Holdings with the respective rights thereunder.

Agreement in Effect Upon Completion of this Offering

        In connection with the completion of this offering, we and our existing owners will enter into Neff Holdings' second amended and restated limited liability company agreement, which we refer to as the "Neff Holdings LLC Agreement."

        Appointment as Manager.    Under the Neff Holdings LLC Agreement, we will become a member and the sole manager of Neff Holdings. As the sole manager, we will be able to control all of the day-to-day business affairs and decision-making of Neff Holdings without the approval of any other member. As such, we, through our officers and directors, will be responsible for all operational and administrative decisions of Neff Holdings and the day-to-day management of Neff Holdings' business. Pursuant to the terms of the Neff Holdings LLC Agreement, we cannot, under any circumstances, be removed as the sole manager of Neff Holdings except by our election.

        Compensation.    We will not be entitled to compensation for our services as manager. We will be entitled to reimbursement by Neff Holdings for fees and expenses incurred on behalf of Neff Holdings, including all expenses associated with this offering and maintaining our corporate existence.

        Distributions.    The Neff Holdings LLC Agreement will require "tax distributions" to be made by Neff Holdings to its members, as that term is defined in the agreement. Tax distributions will be made as and when members are required to make estimated payments or file tax returns, which we expect will be approximately on a quarterly basis, to each member of Neff Holdings, including us, based on such member's allocable share of the taxable income of Neff Holdings and an assumed tax rate that will be determined by us. For this purpose, the taxable income of Neff Holdings, and Neff Corporation's allocable share of such taxable income, shall be determined without regard to any tax basis adjustments that result from our deemed or actual purchase of an equity interest in Neff Holdings from our existing owners or the use of the proceeds from this offering to repay certain indebtedness of Neff Holdings (as described above under "—Tax Receivable Agreement"). The assumed tax rate that we expect to use for purposes of determining tax distributions from Neff Holdings to its members will approximate our reasonable estimate of the highest combined federal, state, and local tax rate that may potentially apply to any one of Neff Holdings' members, regardless of the actual final tax liability of any such member. Tax distributions will also be made only to the extent all distributions from Neff Holdings for the relevant period were otherwise insufficient to enable each member to cover its tax liabilities as calculated in the manner described above. The Neff Holdings LLC Agreement will also allow for distributions to be made by Neff Holdings to its members on a pro rata basis out of "distributable cash," as that term is defined in the agreement. We expect Neff Holdings may make distributions out of distributable cash periodically to the extent permitted by our credit facilities and necessary to enable us to cover our operating expenses and other obligations, including our tax liability and obligations under the Tax Receivable Agreement, as well as to make dividend payments, if any, to the holders of our Class A common stock.

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        Transfer Restrictions.    The Neff Holdings LLC Agreement generally does not permit transfers of common units by members, subject to limited exceptions. Any transferee of common units must assume, by operation of law or written agreement, all of the obligations of a transferring member with respect to the transferred units, even if the transferee is not admitted as a member of Neff Holdings.

        Recapitalization.    The Neff Holdings LLC Agreement recapitalizes the units currently held by the existing members of Neff Holdings, as well as units underlying certain options currently outstanding, into a new single class of common units of Neff Holdings. The Neff Holdings LLC Agreement will also reflect a split of common units such that one common unit can be acquired with the net proceeds received in the initial offering from the sale of one share of our Class A common stock, after the deduction of underwriting discounts and commissions.

        Common Unit Redemption Right.    The Neff Holdings LLC Agreement provides a redemption right to the existing members and the holders of options over common units in Neff Holdings which entitles them to have their common units redeemed by Neff Holdings, at the election of each such person, for, at our option, newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). If we decide to make a cash payment, the member has the option to rescind its redemption request within a specified time period. Upon the exercise of the redemption right, the redeeming member will surrender common units to Neff Holdings for cancellation. The Neff Holdings LLC Agreement requires that we contribute cash or shares of our Class A common stock to Neff Holdings in exchange for an amount of newly issued common units in Neff Holdings to us equal to the number of common units redeemed by the member. Neff Holdings will then distribute the cash or shares of our Class A common stock to the redeeming member to complete the redemption. At our election, we may effect a direct exchange of cash or our Class A common stock for such common units in lieu of such a redemption. Neither Neff Corporation nor Neff Holdings can compel any member to tender their common units for redemption by Neff Holdings or to directly exchange such common units with Neff Corporation. However, once a member tenders its common units for redemption, Neff Corporation, in its sole discretion, will determine at such time whether to contribute cash or shares to Neff Holdings to complete the redemption or to effect a direct exchange with such redeeming member. Whether by redemption or exchange, we are obligated to ensure that at all times the number of common units in Neff Holdings that we own equals the number of our outstanding shares of Class A common stock. To the extent Neff Corporation, in its discretion, elects to contribute shares of Class A common stock to Neff Holdings to complete a redemption, Neff Holdings will issue to Neff Corporation in respect of such contribution an equal number of common units of Neff Holdings, which transaction will maintain the one-to-one ratio. To the extent Neff Corporation, it its discretion, elects to effect a direct exchange with the redeeming member to complete a redemption, Neff Corporation will issue to such redeeming member a number of shares of Class A common stock equal to the number of common units of Neff Holdings delivered by such redeeming member to Neff Corporation in such exchange, which transaction will maintain the one-to-one ratio.

        Maintenance of One-to-One Ratio between Shares of Class A Common Stock and Common Units.    The Neff Holdings LLC Agreement requires Neff Holdings to take all actions with respect to its common units, including reclassifications, distributions, divisions or recapitalizations, to maintain at all times a one-to-one ratio between the number of common units owned by us and the number of shares of our Class A common stock outstanding. This ratio requirement disregards (i) shares of our Class A common stock under unvested options issued by us, (ii) treasury stock and (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by us that are convertible into or exercisable or exchangeable for shares of Class A common stock, except to the extent we have contributed the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, to the equity capital of Neff Holdings. In addition, this Class A common stock ratio requirement

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disregards all common units at any time held by any other person, including our existing members and the holders of options over common units. If we issue, transfer or deliver from treasury stock or repurchase shares of Class A common stock in a transaction not contemplated by the Neff Holdings LLC Agreement, we as manager have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding common units we own equals, on a one-for-one basis, the number of outstanding shares of Class A common stock. If we issue, transfer or deliver from treasury stock or repurchase or redeem any of our preferred stock in a transaction not contemplated by the Neff Holdings LLC Agreement, we as manager have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries repurchases or redemptions, we hold (in the case of any issuance, transfer or delivery) or cease to hold (in the case of any repurchase or redemption) equity interests in Neff Holdings which (in our good faith determination) are in the aggregate substantially equivalent to our preferred stock so issued, transferred, delivered, repurchased or redeemed. Neff Holdings is prohibited from undertaking any subdivision (by any split of units, distribution of units, reclassification, recapitalization or similar event) or combination (by reverse split of units, reclassification, recapitalization or similar event) of the common units that is not accompanied by an identical subdivision or combination of our Class A common stock to maintain at all times a one-to-one ratio between the number of common units owned by us and the number of outstanding shares of our Class A common stock, subject to exceptions.

        Issuance of Common Units Upon Exercise of Options or Issuance of Other Equity Compensation.    Upon the exercise of options issued by us (as opposed to options issued by Neff Holdings), or the issuance of other types of equity compensation by us (such as the issuance of restricted or non-restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock), we will have the right to acquire from Neff Holdings a number of common units equal to the number of our shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation. When we issue shares of Class A common stock in settlement of stock options granted to persons that are not officers or employees of Neff Holdings or its subsidiaries, we will make, or be deemed to make, a capital contribution in Neff Holdings equal to the aggregate value of such shares of Class A common stock and Neff Holdings will issue to us a number of common units equal to the number of shares we issued. When we issue shares of Class A common stock in settlement of stock options granted to persons that are officers or employees of Neff Holdings or its subsidiaries, then we will be deemed to have sold directly to the person exercising such award a portion of the value of each share of Class A common stock equal to the exercise price per share, and we will be deemed to have sold directly to Neff Holdings (or the applicable subsidiary of Neff Holdings) the difference between the exercise price and market price per share for each such share of Class A common stock. In cases where we grant other types of equity compensation to employees of Neff Holdings or its subsidiaries, on each applicable vesting date we will be deemed to have sold to Neff Holdings (or such subsidiary) the number of vested shares at a price equal to the market price per share, Neff Holdings (or such subsidiary) will deliver the shares to the applicable person, and we will be deemed to have made a capital contribution in Neff Holdings equal to the purchase price for such shares in exchange for an equal number of common units of Neff Holdings.

        Dissolution.    The Neff Holdings LLC Agreement will provide that the unanimous consent of all members holding voting units will be required to voluntarily dissolve Neff Holdings. In addition to a voluntary dissolution, Neff Holdings will be dissolved upon a change of control transaction under certain circumstances, as well as upon the entry of a decree of judicial dissolution or other circumstances in accordance with Delaware law. Upon a dissolution event, the proceeds of a liquidation will be distributed in the following order: (i) first, to pay the expenses of winding up Neff Holdings; (ii) second, to pay debts and liabilities owed to creditors of Neff Holdings, other than members; (iii) third, to pay debts and liabilities owed to members; and (iv) fourth, to the members pro-rata in accordance with their respective percentage ownership interests in Neff Holdings (as determined based on the number of common units held by a member relative to the aggregate number of all outstanding common units).

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        Confidentiality.    Each member will agree to maintain the confidentiality of Neff Holdings' confidential information. This obligation excludes information independently obtained or developed by the members, information that is in the public domain or otherwise disclosed to a member, in either such case not in violation of a confidentiality obligation or disclosures required by law or judicial process or approved by our chief executive officer.

        Indemnification.    The Neff Holdings LLC Agreement provides for indemnification of the manager, members and officers of Neff Holdings and their respective subsidiaries or affiliates.

Registration Rights Agreement

        We intend to enter into a Registration Rights Agreement with our existing owners in connection with this offering. The Registration Rights Agreement will provide our existing owners certain registration rights whereby, at any time following our initial public offering and the expiration of any related lock-up period, they can require us to register under the Securities Act shares of Class A common stock issuable to them, at our election, upon redemption or exchange of their common units in Neff Holdings (including common units issuable upon exercise of options issued by Neff Holdings). The Registration Rights Agreement will also provide for piggyback registration rights for all stockholders that are parties to the agreement.

Other Compensation Programs

        Neff Holdings has entered into certain bonus plans to provide cash bonus payments to certain of its service providers (including its named executive officers and non-employee directors) as described above under "Executive Compensation—Other Compensation Programs."

Director and Officer Indemnification and Insurance

        We have entered into indemnification agreements with certain of our directors and executive officers, and purchased directors' and officers' liability insurance. See "Description of Capital Stock—Limitations on Liability and Indemnification of Officers and Directors."

Our Policy Regarding Related Party Transactions

        Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Prior to the closing of this offering, our board of directors will adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly-held common stock that is listed on the NYSE. Under the new policy:

•

any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by a committee of the board of directors composed solely of independent directors who are disinterested or by the disinterested members of the board of directors; and

•

any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the board of directors or recommended by the compensation committee to the board of directors for its approval.

        In connection with the review and approval or ratification of a related person transaction:

•

management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the

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transaction, and all the material facts as to the related person's direct or indirect interest in, or relationship to, the related person transaction;

•

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

•

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with the Securities Act and the Exchange Act and related rules; and

•

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a "personal loan" for purposes of Section 402 of the Sarbanes-Oxley Act.

        In addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee's status as an "independent," "outside," or "non-employee" director, as applicable, under the rules and regulations of the SEC, the NYSE and the Code.

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DESCRIPTION OF CAPITAL STOCK

General

        At or prior to the consummation of this offering, we will file an amended and restated certificate of incorporation, or our "certificate," and we will adopt our amended and restated by-laws, or our "by-laws." Our certificate will authorize capital stock consisting of:

•

            shares of Class A common stock, par value $0.01 per share;

•

            shares of Class B common stock, par value $0.01 per share; and

•

            shares of preferred stock, with a par value per share that may be established by the board of directors in the applicable certificate of designations.

        We are selling        shares of Class A common stock in this offering (                shares if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). All shares of our Class A common stock outstanding upon consummation of this offering will be fully paid and non-assessable.

        The following summary describes the material provisions of our capital stock. We urge you to read our certificate and our by-laws, which are included as exhibits to the registration statement of which this prospectus forms a part.

        Certain provisions of our certificate and our by-laws summarized below may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of common stock.

Class A Common Stock

        Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of our Class A common stock do not have cumulative voting rights in the election of directors.

        Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

        Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.

        Holders of shares of our Class A common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class A common stock.

Class B Common Stock

        Each holder of Class B common stock shall be entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of our Class B common stock do not have cumulative voting rights in the election of directors.

        Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

        Holders of our Class B common stock do not have any right to receive dividends or to receive a distribution upon a dissolution or liquidation or the sale of all or substantially all of our assets.

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Additionally, holders of shares of our Class B common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class B common stock.

        Upon the consummation of this offering, Wayzata will own 100% of our outstanding Class B common stock.

Preferred Stock

        Upon the closing of this offering and the effectiveness of our certificate, the total of our authorized shares of preferred stock will be             shares. Upon the closing of this offering, we will have no shares of preferred stock outstanding.

        Under the terms of our certificate that will become effective upon the closing of this offering, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

        The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of our Class A common stock by restricting dividends on the Class A common stock, diluting the voting power of the Class A common stock or subordinating the liquidation rights of the Class A common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our Class A common stock.

Anti-Takeover Provisions

        Our certificate of incorporation and by-laws, as they will be in effect upon completion of this offering, will contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

        Section 203 of the Delaware General Corporation Law.    We are subject to Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a "business combination" with any "interested stockholder" for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A "business combination" includes, among other things, a merger or consolidation involving us and the "interested stockholder" and the sale of more than 10% of our assets. In general, an "interested stockholder" is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

        Classified Board of Directors.    Our certificate will divide our board of directors into three classes with staggered three-year terms. In addition, our certificate and our by-laws will provide that directors may be removed only for cause. Under our certificate and by-laws, any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by the affirmative vote of a majority of our directors then in office, even though less than a quorum of the board

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of directors. The classification of our board of directors and the limitations on the ability of our stockholders to remove directors and fill vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us.

        Authorized but Unissued Shares.    The authorized but unissued shares of our common stock and our preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the NYSE. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

        Stockholder Action by Written Consent.    Our certificate and our by-laws will provide that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and may be taken by written consent in lieu of a meeting only if the action to be effected by such written consent and the taking of such action by such written consent have been previously approved by the board of directors.

        Special Meetings of Stockholders.    Our by-laws also will provide that, except as otherwise required by law, special meetings of the stockholders may only be called by our board of directors.

        Advance Notice Requirements for Stockholder Proposals and Director Nominations.    In addition, our by-laws will establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. In order for any matter to be "properly brought" before a meeting, a stockholder will have to comply with advance notice and duration of ownership requirements and provide us with certain information. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a qualified stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder's intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions that are favored by the holders of a majority of our outstanding voting securities until the next stockholder meeting.

        Amendment of Certificate of Incorporation or By-laws.    The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or by-laws, unless a corporation's certificate of incorporation or by-laws, as the case may be, requires a greater percentage. Upon completion of this offering, our by-laws may be amended or repealed by a majority vote of our board of directors or by the affirmative vote of the holders of at least 66²/3% of the votes which all our stockholders would be eligible to cast in an election of directors. In addition, the affirmative vote of the holders of at least 66²/3% of the votes which all our stockholders would be eligible to cast in an election of directors will be required to amend or repeal or to adopt any provisions inconsistent with any of the provisions of our certificate described in the prior three paragraphs.

Limitations on Liability and Indemnification of Officers and Directors

        Our amended and restated certificate of incorporation and by-laws provide indemnification for our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Prior to the completion of this offering, we intend to enter into indemnification agreements with each of our directors that may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, our amended and restated certificate of incorporation includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages

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against a director for breach of fiduciary duties as a director, except that a director will be personally liable for:

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any breach of his duty of loyalty to us or our stockholders;

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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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any transaction from which the director derived an improper personal benefit; or

•

improper distributions to stockholders.

        These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

Corporate Opportunity Doctrine

        Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Our amended and restated certificate of incorporation will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to certain of our officers, directors or stockholders or their respective affiliates, other than those officers, directors, stockholders or affiliates who are our or our subsidiaries' employees. Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, none of Wayzata or any director who is not employed by us or his or her affiliates will have any duty to refrain from (1) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (2) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that Wayzata or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. Our amended and restated certificate of incorporation will not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of Neff Corporation. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

Dissenters' Rights of Appraisal and Payment

        Under the Delaware General Corporation Law, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation of Neff Corporation. Pursuant to the Delaware General Corporation Law, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders' Derivative Actions

        Under the Delaware General Corporation Law, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder's stock thereafter devolved by operation of law.

Transfer Agent and Registrar

        The transfer agent and registrar for our Class A common stock is            .

Trading Symbol and Market

        We will apply to list our Class A common stock on the NYSE under the symbol "NEFF."

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SHARES ELIGIBLE FOR FUTURE SALE

        If our stockholders sell substantial amounts of our Class A common stock, including shares issued upon the exercise of outstanding options or warrants, in the public market following the offering, the market price of our Class A common stock could decline. These sales also might make it more difficult for us to sell equity or equity related securities in the future at a time and price that we deem appropriate.

        Upon completion of the offering, we will have outstanding an aggregate of        shares of our Class A common stock, assuming no exercise of the underwriters' option to purchase additional shares and no exercise of outstanding options. Of these shares, all of the shares sold in the offering will be freely tradable without restriction or further registration under the Securities Act, unless the shares are purchased by "affiliates" as that term is defined in Rule 144 under the Securities Act.

        In addition, each common unit held by our existing owners will be redeemable, at the election of each existing owner, for, at Neff Corporation's option, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to the market price of one share of Class A common stock (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Neff Holdings LLC Agreement; provided that, at Neff Corporation's election, Neff Corporation may effect a direct exchange of such Class A common stock or such cash for such common units. Upon consummation of this offering, our existing owners will hold            common units, all of which will be exchangeable for shares of our Class A common stock. The shares of Class A common stock we issue upon such exchanges would be "restricted securities" as defined in Rule 144 unless we register such issuances. However, we will enter into a Registration Rights Agreement with our existing owners that will require us to register under the Securities Act these shares of Class A common stock. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

Rule 144

        In general, under Rule 144 as in effect on the date of this prospectus, beginning 90 days after the completion of this offering, a person (or persons whose shares are required to be aggregated) who is an affiliate and who has beneficially owned our shares for at least six months is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

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1% of the number of shares then outstanding, which will equal approximately        shares immediately after completion of this offering; or

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the average weekly trading volume in our shares on the applicable stock exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale.

        Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An "affiliate" is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with an issuer.

        Under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months (including the holding period of any prior owner other than an affiliate), would be entitled to sell those shares subject only to availability of current public information about us, and after beneficially owning such shares for at least 12 months (including the holding period of any prior owner other than an affiliate), would be entitled to sell an unlimited number of shares without restriction. To the extent that our affiliates sell their shares, other than pursuant to Rule 144 or a registration statement, the purchaser's holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

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Lock-Up Agreements

        We and our officers and directors and existing stockholders have agreed, subject to certain exceptions, that, without the prior written consent of Morgan Stanley & Co. LLC and Jefferies LLC on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock; (ii) file any registration statement with the SEC relating to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A common stock. Morgan Stanley & Co. LLC and Jefferies LLC, in their sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. See "Underwriters."

        The restrictions in the immediately preceding paragraph do not apply to certain transfers including, but not limited to, transfers of shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock (i) acquired in open market transactions after the completion of this offering, subject to certain conditions, (ii) to satisfy tax withholding requirements, subject to certain conditions, (iii) pursuant to our equity incentive plans and (iv) in certain other transactions not involving a disposition for value.

Equity Awards

        In general, under Rule 701 of the Securities Act as currently in effect, any of our employees, consultants or advisors who purchases shares of our Class A common stock from us in connection with a compensatory stock or option plan or other written agreement is eligible to resell those shares 90 days after the effective date of the offering in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

        Following the offering, we intend to file a registration statement on Form S-8 under the Securities Act covering approximately        shares of Class A common stock issued or issuable upon the exercise of stock options, subject to outstanding options or reserved for issuance under our employee and director stock benefit plans. Accordingly, shares registered under the registration statement will, subject to Rule 144 provisions applicable to affiliates, be available for sale in the open market, except to the extent that the shares are subject to vesting restrictions or the contractual restrictions described above.

Registration Rights

        See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The Revolving Credit Facility

        This summary is qualified in its entirety by reference to the agreement which is filed as an exhibit to the registration statement, of which this prospectus forms a part.

General

        On October 1, 2010, certain of our subsidiaries including Neff LLC and Neff Holdings LLC entered into a senior secured credit agreement with Bank of America, N.A. as agent, swing line lender and letter of credit issuer, and the other financial institutions party thereto. The Revolving Credit Facility was amended and restated on November 20, 2013, and further amended on June 9, 2014 as part of the Refinancing. The Revolving Credit Facility matures on November 20, 2018.

        The Revolving Credit Facility provides for revolving loans of up to an aggregate of $425 million, including a $42.5 million sub-limit for swing-line loans and a $30 million sub-limit for the issuance of standby or commercial letters of credit, subject to certain availability conditions. The amount available for borrowings under the Revolving Credit Facility is calculated according to a formula based primarily on the value of our rental fleet and equipment and, to a lesser extent, our accounts receivable and parts inventory. As of June 30, 2014, borrowings under the Revolving Credit Facility totaled $324.2 million, including $4.7 million in outstanding letters of credit, and $96.1 million was available for additional borrowings based on our borrowing base as of such date. All borrowings under the Revolving Credit Facility are subject to the satisfaction of usual and customary conditions, including accuracy of representations and warranties and absence of a default. The Revolving Credit Facility is secured by first-priority liens upon substantially all of our assets, subject to customary exceptions and exclusions.

Security

        Neff Holdings and Neff LLC guarantee the Revolving Credit Facility. The Revolving Credit Facility is secured by first-priority liens on substantially all of the assets of Neff Rental LLC and the guarantors, subject to customary exceptions and exclusions.

Interest and Fees

        Borrowings under the Revolving Credit Facility bear interest, at our option, at either a LIBOR rate or base rate, in each case plus an applicable margin. LIBOR loans bear interest at the LIBOR rate plus 250 basis points and base rate loans bear interest at the sum of (a) 150 basis points plus (b) the greatest of (i) the prime rate, (ii) the federal funds rate plus 50 basis points and (iii) LIBOR plus 100 basis points. The applicable margin on borrowings under the Revolving Credit Facility is at variable rates based on average availability and ranging from 2.00% to 2.50% for LIBOR borrowings, stepping down 25 basis points for the quarterly period following delivery of financial statements reflecting a total leverage ratio of less than 2.75 to 1.00.

        The Revolving Credit Facility requires that we pay quarterly in arrears an annual commitment fee for each lender's unused commitment under the Revolving Credit Facility. The Revolving Credit Facility provides for the payment to the lenders of an unused line fee of 0.50% if less than 33% of the daily average unused portion under the Revolving Credit Facility is utilized, 0.375% if less than 66% but at least 33% is utilized, and 0.25% if 66% or more is utilized. The unused line fee is payable on the daily average unused portion of the commitments under the Revolving Credit Facility (whether or not then available).

Prepayments

        Voluntary prepayments of amounts outstanding under the Revolving Credit Facility, in whole or in part, are permitted at any time, so long as we give notice as required by the Revolving Credit Facility.

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However, if prepayment is made with respect to a LIBOR-based loan and the prepayment is made on a date other than an interest payment date, we must pay customary breakage costs.

Certain Covenants

        The Revolving Credit Facility contains financial covenants, applicable at any time excess availability is less than the greater of $35.0 million or 10% of the aggregate commitments of all lenders, which require us to maintain (i) a consolidated leverage ratio of not more than 5.95 to 1.00 for each fiscal quarter ended during the period from June 9, 2014 through and including June 30, 2014, stepping down to 5.75 to 1.00 for each fiscal quarter ended during the period from July 1, 2014 through and including December 31, 2014, stepping down to 5.50 to 1.00 for each fiscal quarter ended during the period from January 1, 2015 through and including June 30, 2015, stepping down to 5.25 to 1.00 for each fiscal quarter ended during the period from July 1, 2015 through and including September 30, 2015, stepping down to 5.00 to 1.00 for each fiscal quarter ended during the period from October 1, 2015 through and including December 31, 2015, stepping down to 4.75 to 1.00 for each fiscal quarter ended during the period from January 1, 2016 through and including June 30, 2016, stepping down to 4.50 to 1.00 for each fiscal quarter ended during the period from September 30, 2016 and thereafter and (ii) a fixed charge coverage ratio of not less than 1.00 to 1.00, in each case until such time as excess availability exceeds the threshold described above for a period of at least 30 days. As of June 30, 2014, we were in compliance with the financial covenants in the Revolving Credit Facility.

        Additionally, the Revolving Credit Facility imposes a number of customary incurrence-based restrictive covenants applicable to each credit party, including restrictions on the ability to incur additional indebtedness, create liens, make investments and declare or pay dividends.

Events of Default

        The Revolving Credit Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenants defaults, cross-defaults to certain other indebtedness in excess of $5.0 million, certain events of bankruptcy and insolvency, judgment defaults in excess of $10.0 million, failure of any security document supporting the Revolving Credit Facility to be in full force and effect and a change of control.

Organizational Transaction Amendments

        We intend to amend the Revolving Credit Facility to, among other things, reflect the changes in our structure as a result of the Organizational Transactions on or prior to the consummation of this offering. We intend to repay approximately $           million of our borrowings under the Revolving Credit Facility with the net proceeds of this offering. See "Use of Proceeds."

The Second Lien Loan Facility

        This summary is qualified in its entirety by reference to the agreement which is filed as an exhibit to the registration statement, of which this prospectus forms a part.

General

        On June 9, 2014, Neff Rental LLC, Neff LLC and Neff Holdings entered into a second lien credit agreement with Credit Suisse AG, as administrative agent and collateral agent, and various lenders party thereto. Neff Corporation is not party to the second lien credit agreement. On the closing date of the second lien credit agreement, Neff Rental LLC borrowed $575.0 million of second lien term loans thereunder. The proceeds provided by these Second Lien Loans were used to (i) redeem the Senior Secured Notes in full plus redemption premiums and accrued and unpaid interest thereon, (ii) make a $354.4 million distribution to the members of Neff Holdings and pay the transaction bonus to certain

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management and independent members of the board of directors and (iii) pay fees and expenses related to the foregoing. The maturity date of the Second Lien Loan is June 9, 2021.

        The second lien credit agreement provides for uncommitted incremental term loans not to exceed in an aggregate principal amount $75.0 million plus additional amounts that may be incurred subject to compliance with a total leverage ratio of 5.25:1.00.

Security

        Neff Holdings and Neff LLC guarantee the Second Lien Loan. The Second Lien Loan is secured by second-priority liens on substantially all of the assets of Neff Rental LLC and the guarantors, subject to customary exceptions and exclusions.

Interest

        The Second Lien Loan bears interest, at our option, at either a LIBOR rate or base rate, in each case plus an applicable margin. LIBOR loans bear interest at the LIBOR rate plus 625 basis points and base rate loans bear interest at the sum of (a) 525 basis points plus (b) the greatest of (i) the prime rate, (ii) the federal funds rate plus 50 basis points and (iii) LIBOR plus 100 basis points. The LIBOR rate margin is subject to a "floor" of 100 basis points. We generally elect the LIBOR rate, and given LIBOR currently is less than 1.00%, our effective interest rate under the Second Lien Loan as of June 30, 2014 is 7.25% per annum.

Prepayments

        Voluntary prepayments of the Second Lien Loan, in whole or in part, are permitted at any time, so long as we give notice as required by the documentation governing the Second Lien Loan. Voluntary prepayments on or before June 9, 2015 must be accompanied by a prepayment premium of 2.0% and voluntary prepayments after June 9, 2015 but before June 9, 2016 must be accompanied by a prepayment premium of 1.0%, in each case of the principal amount prepaid. If prepayment is made with respect to a LIBOR-based Second Lien Loan and the prepayment is made on a date other than an interest payment date, we must pay customary breakage costs.

        We must make mandatory prepayments of principal on the Second Lien Loan if our total leverage ratio for any fiscal year, commencing with the fiscal year ending December 15, 2015, exceeds 3.00 to 1.00. These prepayment provisions require us to prepay an amount equal to either 25% of our excess cash flow (if our total leverage ratio is equal to or less than 4.00 to 1.00) or 50% of our excess cash flow (if our total leverage ratio is greater than 4.00 to 1.00). Second Lien Loans may be optionally prepaid by Neff Rental LLC at any time.

        The documentation governing the Second Lien Loan requires Neff Rental LLC to repay Second Lien Loans with (i) 100% of proceeds of any incurrence of indebtedness not permitted by the second lien credit agreement, (ii) 100% of proceeds of asset sales, subject to a reinvestment right, and (iii) 50% of excess cash flow at the end of the applicable fiscal year, with such percentage decreasing as Neff Rental LLC's total leverage ratio decreases, in each case subject to customary exceptions and exclusions.

Certain Covenants

        The credit agreement for the Second Lien Loan contains customary incurrence-based restrictive covenants applicable to each credit party, including restrictions on the ability to incur additional indebtedness, create liens, make investments and declare or pay dividends.

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Events of Default

        The documentation governing the Second Lien Loan contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenants defaults, certain events of bankruptcy and insolvency, judgment defaults in excess of $30.0 million, failure of any security document supporting the Second Lien Loan to be in full force and effect and a change of control.

Organizational Transaction Amendments

        On or prior to the consummation of this offering, we intend to amend documentation governing the Second Lien Loan to, among other things, reflect the changes in our structure as a result of the Organizational Transactions. We intend to prepay approximately $           million of the principal amount of the Second Lien Loan with the net proceeds of this offering and pay approximately $           million in prepayment premiums in connection with that prepayment, plus accrued and unpaid interest on the amount prepaid. See "Use of Proceeds."

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO
NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

        The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our Class A common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the "IRS"), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our Class A common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our Class A common stock.

        This discussion is limited to Non-U.S. Holders that purchase our Class A common stock issued pursuant to this offering and that hold our Class A common stock as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

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U.S. expatriates and former citizens or long-term residents of the United States;

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persons subject to the alternative minimum tax;

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persons holding our Class A common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

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banks, insurance companies, and other financial institutions;

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brokers, dealers or traders in securities;

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"controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid U.S. federal income tax;

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partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

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tax-exempt organizations or governmental organizations;

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persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;

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persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and

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tax-qualified retirement plans.

        If an entity treated as a partnership for U.S. federal income tax purposes holds our Class A common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Class A common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

        For purposes of this discussion, a "Non-U.S. Holder" is any beneficial owner of our Class A common stock that is neither a "U.S. person" nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•

an individual who is a citizen or resident of the United States;

•

a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

        Distributions of cash or property on our Class A common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder's adjusted tax basis in its Class A common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "—Sale or Other Taxable Disposition."

        Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of our Class A common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

        If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States.

        Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such

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effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

        Subject to the discussion below under "Information Reporting and Backup Withholding" and "Additional Withholding Tax on Payments Made to Foreign Accounts," a Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Class A common stock unless:

•

the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•

our Class A common stock constitutes a U.S. real property interest ("USRPI") by reason of our status as a U.S. real property holding corporation ("USRPHC") for U.S. federal income tax purposes.

        Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

        Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

        With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our Class A common stock will not be subject to U.S. federal income tax if our Class A common stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually or constructively, 5% or less of our Class A common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder's holding period.

        Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

        Payments of dividends on our Class A common stock will generally not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our Class A common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Class A common stock within the United

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States or conducted through certain U.S.-related financial intermediaries generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

        Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or "FATCA") on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our Class A common stock, in each case, paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, including providing sufficient documentation evidencing its compliance (or deemed compliance) with FATCA, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Alternatively, foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

        Under the applicable Treasury Regulations, withholding under FATCA generally applies to payments of dividends on our Class A common stock and will apply to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2017. If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under "Distributions," the withholding under FATCA may be credited against and therefore reduce such other withholding tax.

        Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Class A common stock.

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UNDERWRITERS

        Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and Jefferies LLC are acting as joint book-running managers of the offering and as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally the number of shares indicated below:

Name	Number of Shares
Morgan Stanley & Co. LLC
Jefferies LLC
Piper Jaffray & Co.
Merrill Lynch, Pierce, Fenner & Smith                   Incorporated
Wells Fargo Securities, LLC
Total

        The underwriters and the representatives are collectively referred to as the "underwriters" and the "representatives," respectively. The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' option to purchase additional shares described below.

        The underwriters initially propose to offer part of the shares of Class A common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial public offering of the shares of Class A common stock, the offering price and other selling terms may from time to time be varied by the representatives.

        We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of Class A common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of Class A common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of Class A common stock as the number listed next to the underwriter's name in the preceding table bears to the total number of shares of Class A common stock listed next to the names of all underwriters in the preceding table.

        The following table shows the public offering price, underwriting discounts and commissions before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

	Per Share	Without Option	With Option
Public offering price	$	$	$
Underwriting discounts and commissions	$	$	$
Proceeds, before expenses, to us	$	$	$

        The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $    . We have agreed to reimburse the underwriters for certain expenses in an amount up to $    .

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        The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Class A common stock offered by them.

        We will apply to list our Class A common stock on the NYSE under the trading symbol "NEFF".

        We and our officers and directors and existing stockholders have agreed, subject to certain exceptions, that, without the prior written consent of Morgan Stanley & Co. LLC and Jefferies LLC on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus (the "restricted period"):

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock;

•

file any registration statement with the SEC relating to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock; or

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A common stock,

whether any such transaction described above is to be settled by delivery of Class A common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, subject to certain exceptions, without the prior written consent of Morgan Stanley & Co. LLC and Jefferies LLC on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of Class A common stock or any security convertible into or exercisable or exchangeable for Class A common stock.

        The restrictions in the immediately preceding paragraph do not apply to certain transfers including, but not limited to, transfers of shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock (i) acquired in open market transactions after the completion of this offering, subject to certain conditions, (ii) to satisfy tax withholding requirements, subject to certain conditions, (iii) pursuant to our equity incentive plans and (iv) in certain other transactions not involving a disposition for value.

        Morgan Stanley & Co. LLC and Jefferies LLC, in their sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice.

        In order to facilitate the offering of the Class A common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Class A common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the option to purchase additional shares. The underwriters can close out a covered short sale by exercising their option to purchase additional shares or by purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the option to purchase additional shares. The underwriters may also sell shares in excess of the option to purchase additional shares, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of Class A common stock in the open market so

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stabilize the price of the Class A common stock. These activities may raise or maintain the market price of the Class A common stock above independent market levels or prevent or retard a decline in the market price of the Class A common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

        We and the underwriters have agreed to indemnity each other against certain liabilities, including liabilities under the Securities Act.

        A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Class A common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us or our affiliates, for which they received or will receive customary fees and expenses.

        In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments. Merrill Lynch, Pierce, Fenner and Smith Incorporated served as lead arranger and book-runner and its affiliate serves as agent under the Revolving Credit Facility. An affiliate of Jefferies LLC served as joint bookrunner, joint lead arranger and syndication agent under the documentation governing the Second Lien Loan. Affiliates of Wells Fargo Securities, LLC serve as co-collateral agent and syndication agent under the Revolving Credit Facility. In addition, certain affiliates of the underwriters, including affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC under the Revolving Credit Facility and Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC under the Second Lien Loan, hold a portion of the indebtedness being partially repaid with the proceeds of this offering. See "Use of Proceeds."

Pricing of this Offering

        Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price was determined between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospectus and those of our industry in general, our revenues, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-revenues ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours.

Selling Restrictions

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), from and including the date on which the

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European Union Prospectus Directive (the "EU Prospectus Directive") was implemented in that Relevant Member State (the "Relevant Implementation Date") an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities described in this prospectus may be made to the public in that Relevant Member State at any time:

•

to any legal entity which is a qualified investor as defined under the EU Prospectus Directive;

•

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or

•

in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

        For the purposes of this provision, the expression an "offer of securities to the public" in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression "EU Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

        This document is only being distributed to, and is only directed at, (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Switzerland

        The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss

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Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

        This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Australia

        No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

        Any offer in Australia of the shares may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

        The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

        This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Hong Kong

        The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or

144

elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

        The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or



(b)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a)

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;



(b)

where no consideration is or will be given for the transfer;



(c)

where the transfer is by operation of law;



(d)

as specified in Section 276(7) of the SFA; or



(e)

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

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LEGAL MATTERS

        The validity of the Class A common stock offered hereby is being passed upon for us by Latham & Watkins LLP, New York, New York. The validity of the shares of Class A common stock offered hereby will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York.

EXPERTS

        The balance sheet of Neff Corporation as of August 31, 2014, included in this prospectus, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such balance sheet has been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The consolidated financial statements of Neff Holdings LLC and subsidiaries as of December 31, 2012 and 2013, and for each of the two years in the period ended December 31, 2013, included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed a registration statement on Form S-1 under the Securities Act with the SEC to register with the SEC the shares of our Class A common stock being offered in this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with it. For further information about us and our Class A common stock, reference is made to the registration statement and the exhibits and schedules filed with it. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

        When we complete this offering, we will also be required to file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy this information at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our filings, including the registration statement, will also be available to you on the Internet website maintained by the SEC at www.sec.gov.

        We also maintain an Internet website at www.neffrental.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

146

Index to Financial Statements

	Page Numbers
NEFF CORPORATION
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of August 31, 2014		F-3
Notes to Balance Sheet		F-4
NEFF HOLDINGS LLC
Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2014 (Unaudited)
Condensed Consolidated Balance Sheet as of June 30, 2014 and December 31, 2013 (Unaudited)		F-5
Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2014 and 2013 (Unaudited)		F-6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (Unaudited)		F-7
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-8
Annual Consolidated Financial Statements for the Years Ended December 31, 2013 and 2012
Report of Independent Registered Public Accounting Firm		F-16
Consolidated Balance Sheets as of December 31, 2013 and 2012		F-17
Consolidated Statements of Operations for the Years Ended December 31, 2013 and 2012		F-18
Consolidated Statements of Members' (Deficit) Surplus for the Years Ended December 31, 2013 and 2012		F-19
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013 and 2012		F-20
Notes to Consolidated Financial Statements		F-21

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Neff Corporation

        We have audited the accompanying balance sheet of Neff Corporation (the "Company") as of August 31, 2014. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion.

        In our opinion, such balance sheet presents fairly, in all material respects, the financial position of Neff Corporation as of August 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
Certified Public Accountants

Miami, Florida
September 3, 2014

F-2

NEFF CORPORATION

BALANCE SHEET

	August 31, 2014
ASSETS
Total Assets	$	—
LIABILITIES AND STOCKHOLDER'S EQUITY
Common Stock, $0.01 par value—100 shares authorized		—
Common Stock subscription rights receivable		(100	)
Additional paid-in capital		100
Total liabilities and stockholder's equity	$	—

The accompanying notes are an integral part of this balance sheet.

F-3

NEFF CORPORATION

NOTES TO BALANCE SHEET

NOTE 1—ORGANIZATION

        Neff Corporation (the "Corporation") was formed as a Delaware corporation on August 18, 2014. The Corporation's fiscal year end is December 31. The Corporation was formed for the purpose of completing a public offering and related transactions in order to carry on the business of Neff Holdings LLC. The Corporation will be the sole managing member of Neff Holdings LLC and will operate and control all of the businesses and affairs of Neff Holdings LLC and, through Neff Holdings LLC and its subsidiaries, continue to conduct the business now conducted by these subsidiaries.

NOTE 2—BASIS OF PRESENTATION

        The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate Statements of Operations, Stockholder's Equity and Cash Flows have not been presented as there have been no activities by this entity.

NOTE 3—STOCKHOLDER'S EQUITY

        On August 31, 2014, the Corporation recorded a $100 common stock subscription rights receivable from Wayzata Opportunities Fund II, L.P.

        On                        , 2014, the Corporation amended and restated its certificate of incorporation to increase the total number of shares the Corporation shall have the authority to issue to                shares, consisting of                shares of Class A voting common stock and                shares of Class B voting common stock. Holders of Class A common stock shall be entitled to one vote for each share of Class A common stock held on all matters submitted to stockholders for vote, consent or approval. Holders of Class B common stock shall be entitled to one vote for each share of Class B common stock held.

F-4

NEFF HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31, 2013			June 30, 2014
ASSETS
Cash and cash equivalents	$	190		$	589
Accounts receivable, net of allowance for doubtful accounts of $1,957 in 2014 and $1,639 in 2013		55,598			55,323
Inventories		1,709			2,035
Rental equipment, net		347,256			426,423
Property and equipment, net		25,915			32,708
Prepaid expenses and other assets		19,159			18,878
Goodwill		58,765			58,765
Intangible assets, net		18,110			17,357
Total assets	$	526,702		$	612,078
LIABILITIES AND MEMBERS' SURPLUS (DEFICIT)
Liabilities
Accounts payable	$	11,514		$	18,828
Accrued expenses and other liabilities		32,906			40,619
Revolving credit facility		279,200			324,173
Second lien loan, net of unamortized discount of $2,858		—			572,142
Senior secured notes		200,000			—
Total liabilities		523,620			955,762
Members' surplus (deficit)
Members' deficit		(5,688	)		(335,045	)
Accumulated surplus (deficit)		8,770			(8,639	)
Total members' surplus (deficit)		3,082			(343,684	)
Total liabilities and members' surplus (deficit)	$	526,702		$	612,078

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.

F-5

NEFF HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

	For the Six Months Ended June 30, 2013			For the Six Months Ended June 30, 2014
Revenues
Rental revenues	$	130,744		$	152,626
Equipment sales		13,429			10,794
Parts and service		6,194			6,675
Total revenues		150,367			170,095
Cost of revenues
Cost of equipment sold		7,888			6,119
Depreciation of rental equipment		34,667			36,489
Cost of rental revenues		34,819			37,624
Cost of parts and service		3,716			4,094
Total cost of revenues		81,090			84,326
Gross profit		69,277			85,769
Other operating expenses
Selling, general and administrative expenses		38,386			40,372
Other depreciation and amortization		4,622			4,708
Transaction bonus		—			24,506
Total other operating expenses		43,008			69,586
Income from operations		26,269			16,183
Other expenses
Interest expense		12,103			15,119
Loss on extinguishment of debt		—			15,896
Amortization of debt issue costs		804			2,339
Total other expenses		12,907			33,354
Income (loss) before income taxes		13,362			(17,171	)
Provision for income taxes		(332	)		(238	)
Net income (loss)	$	13,030		$	(17,409	)
Net income (loss) per unit
Basic	$	1.42		$	(1.89	)
Diluted	$	1.36		$	(1.89	)
Weighted average units used in income (loss) per unit
Basic		9,200			9,200
Diluted(1)		9,587			9,200

(1)

Does not include the anti-dilutive impact of 581 options granted under the 2010 Equity Plan.

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share data)

(unaudited)(Note 1)

Loss before income taxes	$	(17,171	)
Pro forma benefit from income taxes (39% assumed statutory tax rate)		6,697
Pro forma net loss	$	(10,474	)
Pro forma net loss per share
Basic	$
Diluted	$
Weighted average shares outstanding:
Basic
Diluted

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.

F-6

NEFF HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the Six Months Ended June 30, 2013			For the Six Months Ended June 30, 2014
Cash Flows from Operating Activities
Net income (loss)	$	13,030		$	(17,409	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		38,427			40,444
Amortization of debt issue costs		804			2,339
Amortization of intangible assets		862			753
Amortization of original issue discount on second lien		—			17
Gain on sale of equipment		(5,541	)		(4,675	)
Provision for bad debt		911			1,371
Equity-based compensation expense		612			528
Loss on extinguishment of debt		—			15,896
Changes in operating assets and liabilities:
Accounts receivable		748			(1,096	)
Inventories, prepaid expenses and other assets		(1,942	)		(2,061	)
Accounts payable		829			(1,690	)
Accrued expenses and other liabilities		1,485			1,150
Net cash provided by operating activities		50,225			35,567
Cash Flows from Investing Activities
Purchases of rental equipment		(92,950	)		(105,938	)
Proceeds from sale of equipment		13,429			10,794
Purchases of property and equipment		(10,626	)		(11,020	)
Interest rate swap payments		(2,484	)		—
Net cash used in investing activities		(92,631	)		(106,164	)
Cash Flows from Financing Activities
Borrowings under revolving credit facility		82,003			481,912
Repayments under revolving credit facility		(40,024	)		(436,939	)
Proceeds from second lien loan, net of original issue discount		—			572,125
Distribution to members		—			(329,885	)
Repayment of senior secured notes		—			(200,000	)
Payment of call premiums		—			(7,218	)
Debt issue costs		—			(8,999	)
Net cash provided by financing activities		41,979			70,996
Net (decrease) increase in cash and cash equivalents		(427	)		399
Cash and cash equivalents, beginning of period		586			190
Cash and cash equivalents, end of period	$	159		$	589

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.

F-7

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—BASIS OF PRESENTATION

        Neff Holdings LLC, a Delaware limited liability company ("Neff Holdings LLC"), is wholly-owned by certain affiliates of Wayzata Investment Partners LLC. Neff Holdings LLC operates as a holding company of its wholly-owned direct and indirect subsidiaries, Neff LLC ("Neff LLC"), Neff Rental LLC ("Neff Rental LLC") and Neff Rental Finance Corp. ("Neff Rental Finance Corp.", and together with Neff Rental LLC, Neff LLC and Neff Holdings LLC, the "Company")(Neff Rental Finance Corp. was dissolved on July 18, 2014, see Note 4). The Company owns and operates equipment rental locations throughout the eastern, southern and western regions of the United States. The Company also sells used equipment, parts and merchandise and provides ongoing repair and maintenance services.

        The unaudited condensed consolidated balance sheet as of December 31, 2013 is derived from the Company's audited financial statements. The unaudited condensed consolidated financial statements as of June 30, 2014 and for six months ended June 30, 2014 and 2013 in the Company's opinion reflect all adjustments which are necessary for a fair presentation of its financial position as of the dates thereof, and its results of operations and cash flows for the periods presented, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2013. The results of operations for the interim period are not necessarily indicative of the results which may be reported for the year ending December 31, 2014.

        The Company has evaluated subsequent events through the date these financial statements were available to be issued on September 3, 2014.

        All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

        The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

Equity-Based Compensation

        During the six months ended June 30, 2014 and 2013, equity-based compensation expense relating to the Company's equity-based compensation awards was $0.5 million and $0.6 million, respectively. During six months ended June 30, 2014 and 2013, no equity-based awards were granted, forfeited or exercised.

Goodwill and Intangible Assets

        Goodwill and trademark and tradenames are reviewed at least annually for impairment. Acquired intangible assets with finite useful lives (customer list) are amortized over their useful lives. The Company expenses costs to renew or extend the term of a recognized intangible asset.

Comprehensive Income (Loss)

        The Company had no items of other comprehensive income (loss) in any of the periods presented.

F-8

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1—BASIS OF PRESENTATION (Continued)

Recently Issued Accounting Pronouncements

        In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which provides guidance on recognizing revenue. The guidance includes steps an entity should apply to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual and interim reporting periods beginning after December 15, 2016. Early adoption is not permitted. The Company expects to adopt ASU 2014-09 when effective, and the impact on the Company's financial statements is not currently estimable.

Pro Forma Statements of Operations (unaudited)

Pro forma income taxes

        Neff Corporation will be subject to federal, state and local income tax upon completion of its initial public offering.

        The pro forma income tax provision presents the Company's results from operations as if it were subject to federal, state and local income tax. However, only a portion of the Company's units will be purchased in connection with the initial public offering of Neff Corporation, therefore only a portion of the Company's earnings will be taxed at Neff Corporation's statutory corporate income tax rate of 39.0%. The Company anticipates that the actual consolidated effective tax rate of Neff Corporation will be lower than 39.0% and will be dependent upon the number of units purchased in connection with the initial public offering of Neff Corporation.

Earnings per unit

        In connection with the initial public offering of Neff Corporation, the Company anticipates completing a unit distribution of                 units for each unit outstanding as of the date of the consummation of the initial public offering.

        Pro forma weighted average units outstanding reflect the pro forma effect of the unit distribution, the 2013 Distribution and the June 2014 Distribution as if those incremental units had been outstanding for the six months ended June 30, 2014.

F-9

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1—BASIS OF PRESENTATION (Continued)

Basic weighted average units outstanding:

Incremental units⁽¹⁾

Basic weighted average units outstanding

Total pro forma units for purposes of calculating pro forma basic net loss per unit

(1)

Represents incremental units assumed to have funded the 2013 Distribution (Note 4) and June 2014 Distribution (Note 2).

2013 Distribution	$
June 2014 Distribution	$
Total Distributions
IPO offering price	$
Incremental units

Diluted weighted average units outstanding:

Incremental units(1)	$
Diluted weighted average units outstanding(2)	$
Total pro forma diluted units for purposes of calculating pro forma diluted net loss per unit

(1)

Represents incremental units assumed to have funded the 2013 Distribution (Note 4) and June 2014 Distribution (Note 2).

(2)

Includes                units issued to management and members of the board.

NOTE 2—REFINANCING

        On June 9, 2014, Neff Rental LLC entered into a second lien credit agreement (the "Second Lien Credit Agreement") as borrower. Under the terms of the Second Lien Credit Agreement, Neff Rental LLC borrowed $575.0 million of second lien term loans (the "Second Lien Loan").

        The Company used the net proceeds from the Second Lien Loan to redeem the outstanding Senior Secured Notes (Note 4), to pay a $329.9 million cash distribution to the members of Neff Holdings LLC (the "June 2014 Distribution"), to pay incentive bonuses earned in connection with consummation of the refinancing to management and certain members of the Company's board of managers (the "Transaction Bonus") and to pay fees and expenses. As a result of the repayment of the Senior Secured Notes, the Company recorded a loss on debt extinguishment of $15.9 million (including $8.7 million of unamortized debt issue costs and $7.2 million for call premiums).

F-10

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—REFINANCING (Continued)

        The sources and uses of the refinancing are as follows (in thousands):

Sources			Uses
Second Lien Loan	$	575,000	Redeem Senior Secured Notes	$	200,000
			Call premium on Senior Secured Notes		7,218
			Accrued interest on Senior Secured Notes		1,283
			Revolving Credit Facility debt issue costs and accrued interest		1,675
			Second Lien Loan debt issue costs		7,914
			Second Lien Loan original issue discount		2,875
			Transaction Bonus		24,150
			Distribution to members		329,885
Total sources	$	575,000		$	575,000

NOTE 3—INTANGIBLE ASSETS

        The carrying amount and accumulated amortization of intangible assets as of June 30, 2014 and December 31, 2013, consisted of the following (in thousands, except as noted):

			June 30, 2014
	Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Indefinite life:
Trademarks and tradenames		N/A	$	10,854	$	—		$	10,854
Finite life:
Customer list		12		13,987		(7,484	)		6,503
Total intangible assets			$	24,841	$	(7,484	)	$	17,357

			December 31, 2013
	Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Indefinite life:
Trademarks and tradenames		N/A	$	10,854	$	—		$	10,854
Finite life:
Customer list		12		13,987		(6,731	)		7,256
Total intangible assets			$	24,841	$	(6,731	)	$	18,110

        During the six months ended June 30, 2014 and 2013, amortization expense related to the customer list was $0.8 million and $0.9 million, respectively.

F-11

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3—INTANGIBLE ASSETS (Continued)

        The customer list is amortized on an accelerated basis, based on estimated cash flows over the useful life of the customer list. Accumulated amortization and expected future annual amortization expense are as follows (in thousands):

Accumulated amortization at June 30, 2014	$	7,484
Estimated amortization expense
Remainder of 2014		757
2015		1,286
2016		1,070
2017		877
2018		719
2019 through 2022		1,794
Total	$	13,987

NOTE 4—DEBT

        Debt consisted of the following as of June 30, 2014 and December 31, 2013 (in thousands, except percent data):

	December 31, 2013		June 30, 2014
Revolving Credit Facility with interest ranging from the lender's prime rate plus up to 1.5% to LIBOR plus up to 2.5% (2.8% at June 30, 2014)	$	279,200	$	324,173
Second Lien Loan with interest of LIBOR plus 6.3%, with 1.0% LIBOR floor, net of unamortized discount of $2,858 (7.3% at June 30, 2014)		—		572,142
Senior Secured Notes		200,000		—
Total indebtedness	$	479,200	$	896,315

        On October 1, 2010, Neff Rental LLC and Neff LLC entered into its senior secured revolving credit facility (the "Revolving Credit Facility") as co-borrowers. The obligations under the Revolving Credit Facility are guaranteed by Neff Holdings LLC. The Revolving Credit Facility is secured by a first priority security interest in substantially all of the Company's assets. Interest on any base rate loans under the Revolving Credit Facility is due quarterly and interest on any LIBOR rate loans under the Revolving Credit Facility is due at three month intervals or, if shorter, at the end of the selected LIBOR period. Availability under the Revolving Credit Facility is subject to a borrowing base formula consisting of eligible accounts receivable and eligible rental fleet.

        In May 2011, Neff Rental LLC and Neff Rental Finance Corp., as co-issuers, completed a private offering of $200.0 million aggregate principal amount of 9.625% Senior Secured Notes (the "Senior Secured Notes"). Neff Rental Finance Corp. was formed in April 2011 for the sole purpose of co-issuing the Senior Secured Notes and had been capitalized with an amount of cash required to satisfy minimum statutory requirements. The terms of the Senior Secured Notes were governed by an indenture. The obligations under the Senior Secured Notes were guaranteed by Neff Holdings LLC and Neff LLC and were secured by a second priority security interest in substantially all of the Company's assets. Interest on

F-12

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—DEBT (Continued)

the Senior Secured Notes was payable in cash semi-annually in arrears on May 15 and November 15 of each year. The Senior Secured Notes maturity date was May 15, 2016. The Senior Secured Notes were repaid in full on June 9, 2014 (Note 2). Following the repayment of the Senior Secured Notes, Neff Rental Finance Corp. was dissolved on July 18, 2014.

        On March 12, 2012, the Revolving Credit Facility was amended (the "March 2012 Amendment"). The March 2012 Amendment increased total borrowing capacity to $200.0 million, provided for a mechanism whereby the Company could request (but the lenders under the Revolving Credit Facility have no obligation to provide) up to $100.0 million of incremental revolving loan commitments under the Revolving Credit Facility, reduced applicable margins applicable to loans and other credit extensions, extended the maturity to the earlier of March 12, 2016 and ninety days prior to the maturity date of the Senior Secured Notes and modified the excess availability requirements relating to cash dominion and the implementation of certain financial covenants.

        On October 25, 2012, the Revolving Credit Facility was amended (the "October 2012 Amendment"). The October 2012 Amendment increased total maximum borrowing capacity from $200.0 million to $225.0 million.

        On November 20, 2013, the Revolving Credit Facility was amended and restated (the "2013 Amendment and Restatement"). Among other things, the 2013 Amendment and Restatement increased total maximum borrowing capacity from $225.0 million to $375.0 million, provided for a mechanism whereby the Company could request up to $25.0 million of incremental revolving loan commitments under the Revolving Credit Facility, permitted the payment of a $110.0 million cash distribution to the members of Neff Holdings LLC (the "2013 Distribution"), extended the maturity to the earlier of November 20, 2018 and ninety days prior to the maturity date of the Senior Secured Notes and modified the excess availability requirements relating to cash dominion and the implementation of certain financial covenants and covenants relating to appraisals and field audits. Following the repayment of the Senior Secured Notes, the maturity date of the Revolving Credit Facility is November 20, 2018.

        The obligations under the Second Lien Credit Agreement are guaranteed by Neff Holdings LLC and Neff LLC and are secured by a second priority security interest in substantially all of the Company's assets. The Second Lien Loan included a $2.9 million original issue discount that will be amortized as interest expense over the term of the Second Lien Loan. The Second Lien Loan has a maturity date of June 9, 2021.

        On June 9, 2014, in connection with entering into the Second Lien Credit Agreement and repayment of the Senior Secured Notes, the Revolving Credit Facility was further amended (the "June 2014 Amendment"). Among other things, the June 2014 Amendment increased total maximum borrowing capacity from $375.0 million to $425.0 million, permitted the payment of the June 2014 Distribution, permitted the payment of the Transaction Bonus, permitted the repayment of the Senior Secured Notes and modified the consolidated total leverage ratio covenant. As of June 30, 2014, total availability under the Revolving Credit Facility was $96.1 million.

        The Company paid approximately $7.9 million in June 2014 of debt issue costs related to the Second Lien Loan, which are amortized over the term of the Second Lien Loan utilizing the effective interest method. The Company paid approximately $1.2 million in June 2014 of debt issue costs related to the June 2014 Amendment, which are amortized over the term of the Revolving Credit Facility. Accumulated

F-13

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—DEBT (Continued)

amortization at June 30, 2014 for debt issue costs was $2.7 million and $0.1 million for the Revolving Credit Facility and Second Lien Loan, respectively.

        The Revolving Credit Facility and Senior Lien Credit Agreement contain various affirmative, negative and financial reporting covenants. The covenants, among other things, place restrictions on the Company's ability to acquire and sell assets, incur additional indebtedness and prepay other indebtedness other than the Revolving Credit Facility. The Company is subject to certain financial covenants under its Revolving Credit Facility if availability declines below $42.5 million. The Company was in compliance with all financial covenants under the Revolving Credit Facility and the Second Lien Credit Agreement as of June 30, 2014.

        The Company had $4.5 million in outstanding letters of credit at June 30, 2014 and December 31, 2013, that were primarily associated with its insurance coverage.

NOTE 5—DERIVATIVE FINANCIAL INSTRUMENTS

        On October 1, 2010, the Company recorded interest rate swaps ("Interest Rate Swaps") on its balance sheet as a liability at a fair value of $16.9 million. The Interest Rate Swaps were not accounted for as hedges and changes in fair value were included directly in the statement of operations. The Company reduced the accrued swap liability by the amount of the semi-annual net settlement as settlements were made. Under the terms of the Interest Rate Swaps, a semiannual net settlement was made on January 4 and July 4 each year for the difference between the fixed rate of 5.621% and the variable rate based upon the six month LIBOR rate on the notional amount of the Interest Rate Swaps. On January 4, 2013, the Company made the final payment of $2.5 million and the agreement for the Interest Rate Swaps expired. The Company did not record a gain or loss on interest rate swaps for the six months ended June 30, 2014 or 2013.

        The Company's hedging transactions are authorized and executed pursuant to its regularly reviewed policies and procedures, which prohibit the use of derivative financial instruments for trading or speculative purposes.

NOTE 6—INCOME TAXES

        Neff Holdings LLC is a limited liability company that is treated as a partnership for federal and state income tax purposes. The Company is not subject to income taxes for federal and state purposes. Rather, taxable income or loss is included in the respective federal and state income tax returns of the Company's members.

        On October 1, 2010, the Company purchased substantially all of the assets of Neff Holdings Corp. and certain of its affiliates (collectively, the "Predecessor") in connection with the Predecessor's bankruptcy cases under chapter 11 of title 11 of the United States Code.

        At June 30, 2014 and December 31, 2013, the amount of uncertain tax positions was approximately $4.8 million. The uncertain tax positions relate solely to tax positions taken by the Predecessor prior to the acquisition by the Company, and are recorded in accrued expenses and other liabilities. The Company's practice is to recognize interest and penalties on uncertain tax positions in income tax expense. In addition, the Company has accrued interest and penalties of $2.6 million and $2.3 million as of June 30, 2014 and December 31, 2013, respectively, which is also recorded in accrued expenses and other liabilities.

F-14

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

	For the Six Months Ended June 30, 2013		For the Six Months Ended June 30, 2014
	(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest	$	12,236	$	14,893
Non-cash investing activities:
Purchases of rental equipment included in accounts payable and other accrued liabilities at period end	$	24,161	$	24,947

NOTE 8—FAIR VALUE DISCLOSURES

        The carrying amounts for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to their immediate to short-term maturity. The fair value of the Revolving Credit Facility approximates its carrying value as of June 30, 2014 and December 31, 2013, as the variable interest rate approximates market rates. The fair value of the Second Lien Loan approximates its carrying value as of June 30, 2014, as the variable interest rate approximates market rates.

        The FASB has established a framework for measuring fair value and requires that assets and liabilities measured at fair value be classified and disclosed in one of the following three categories:

        Level 1: Quoted market prices in active markets for identical assets or liabilities

        Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data

        Level 3: Unobservable inputs that are not corroborated by market data

        The Company used the following methods to measure the fair value of certain assets and liabilities:

        Senior Secured Notes.    The fair value of the Senior Secured Notes was calculated based on information from third party financial institutions supported by minimal market activity, and may not be representative of the prices that would be derived from a more active market. The Senior Secured Notes were classified as Level 2.

        The following table reflects the carrying amount and fair value of the Senior Secured Notes as of June 30, 2014 and December 31, 2013 (in thousands):

	December 31, 2013				June 30, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Secured Notes	$	200,000	$	212,376	$	—	$	—

        The Company made the final scheduled semi-annual net payment for the Interest Rate Swaps on January 4, 2013 and as a result, the Interest Rate Swaps were not measured as of June 30, 2014 or December 31, 2013.

F-15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Managers and Members of
Neff Holdings LLC

        We have audited the accompanying consolidated balance sheets of Neff Holdings LLC and subsidiaries (the "Company") as of December 31, 2012 and 2013, and the related consolidated statements of operations, members' (deficit) surplus, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Neff Holdings LLC and subsidiaries as of December 31, 2012 and 2013 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
Certified Public Accountants

Miami, Florida
September 3, 2014

F-16

NEFF HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31, 2012			December 31, 2013
ASSETS
Cash and cash equivalents	$	586		$	190
Accounts receivable, net of allowance for doubtful accounts of $1,639 in 2013 and $1,472 in 2012		49,845			55,598
Inventories		1,666			1,709
Rental equipment, net		315,880			347,256
Property and equipment, net		21,827			25,915
Prepaid expenses and other assets		10,653			19,159
Goodwill		58,765			58,765
Intangible assets, net		19,837			18,110
Total assets	$	479,059		$	526,702
LIABILITIES AND MEMBERS' SURPLUS
Liabilities
Accounts payable	$	28,442		$	11,514
Accrued expenses and other liabilities		34,147			32,906
Interest rate swaps		2,484			—
Revolving credit facility		142,621			279,200
Senior secured notes		200,000			200,000
Total liabilities		407,694			523,620
Commitments and contingencies (Note 12)
Members' surplus
Members' surplus (deficit)		103,088			(5,688	)
Accumulated (deficit) surplus		(31,723	)		8,770
Total members' surplus		71,365			3,082
Total liabilities and members' surplus	$	479,059		$	526,702

The accompanying notes are an integral part of these consolidated financial statements.

F-17

NEFF HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

	For the Year Ended December 31, 2012			For the Year Ended December 31, 2013
Revenues
Rental revenues	$	234,609		$	281,038
Equipment sales		44,828			33,487
Parts and service		11,540			12,682
Total revenues		290,977			327,207
Cost of revenues
Cost of equipment sold		25,528			19,204
Depreciation of rental equipment		66,017			70,768
Maintenance of rental equipment		69,337			74,482
Cost of parts and service		6,982			7,677
Total cost of revenues		167,864			172,131
Gross profit		123,113			155,076
Other operating expenses
Selling, general and administrative expenses		71,621			78,617
Other depreciation and amortization		9,041			8,968
Total other operating expenses		80,662			87,585
Income from operations		42,451			67,491
Other expenses
Interest expense		23,221			24,598
Loss on interest rate swaps		102			—
Amortization of debt issue costs		1,461			1,929
Total other expenses		24,784			26,527
Income before income taxes		17,667			40,964
Provision for income taxes		(159	)		(471	)
Net income	$	17,508		$	40,493
Net income (loss) per unit
Basic	$	1.90		$	4.40
Diluted	$	1.83		$	4.14
Weighted average units used in income (loss) per unit
Basic		9,200			9,200
Diluted		9,587			9,781

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share data)

(unaudited)(Note 1)

Income before income taxes	$	40,964
Pro forma provision for income taxes (39% assumed statutory tax rate)		(15,976	)
Pro forma net income	$	24,988
Pro forma net income per share
Basic	$
Diluted	$
Weighted average shares outstanding:
Basic
Diluted

The accompanying notes are an integral part of these consolidated financial statements.

F-18

NEFF HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS' (DEFICIT) SURPLUS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands)

	Member Units		Members' Surplus (Deficit)			Accumulated (Deficit) Surplus			Total
BALANCE—December 31, 2011		9,200	$	101,610		$	(49,231	)	$	52,379
Equity—based compensation expense		—		1,478			—			1,478
Net income		—		—			17,508			17,508
BALANCE—December 31, 2012		9,200		103,088			(31,723	)		71,365
Return of capital to members (Note 7)		—		(110,000	)		—			(110,000	)
Equity—based compensation expense		—		1,224			—			1,224
Net income		—		—			40,493			40,493
BALANCE—December 31, 2013		9,200	$	(5,688	)	$	8,770		$	3,082

The accompanying notes are an integral part of these consolidated financial statements.

F-19

NEFF HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the Year Ended December 31, 2012			For the Year Ended December 31, 2013
Cash Flows from Operating Activities
Net income	$	17,508		$	40,493
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		73,050			78,009
Amortization of debt issue costs		1,461			1,929
Amortization of intangible assets		2,008			1,727
Gain on sale of equipment		(19,300	)		(14,283	)
Provision for bad debt		1,975			2,278
Equity-based compensation expense		1,478			1,224
Loss on interest rate swaps		102			—
Changes in operating assets and liabilities:
Accounts receivable		(13,544	)		(8,031	)
Inventories, prepaid expenses and other assets		(2,041	)		(425	)
Accounts payable		1,029			1,009
Accrued expenses and other liabilities		4,605			4,480
Net cash provided by operating activities		68,331			108,410
Cash Flows from Investing Activities
Purchases of rental equipment		(159,192	)		(144,483	)
Proceeds from sale of equipment		44,828			33,487
Purchases of property and equipment		(11,556	)		(11,852	)
Interest rate swap payments		(5,102	)		(2,484	)
Net cash used in investing activities		(131,022	)		(125,332	)
Cash Flows from Financing Activities
Repayments under revolving credit facility		(86,540	)		(105,867	)
Borrowings under revolving credit facility		150,461			242,446
Return of capital to members		—			(110,000	)
Debt issue costs		(806	)		(10,053	)
Net cash provided by financing activities		63,115			16,526
Net increase (decrease) in cash and cash equivalents		424			(396	)
Cash and cash equivalents, beginning of year		162			586
Cash and cash equivalents, end of year	$	586		$	190

The accompanying notes are an integral part of these consolidated financial statements.

F-20

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—BASIS OF PRESENTATION

        Neff Holdings LLC, a Delaware limited liability company ("Neff Holdings LLC"), is wholly-owned by certain affiliates of Wayzata Investment Partners LLC ("Wayzata"). Neff Holdings LLC operates as a holding company of its wholly-owned direct and indirect subsidiaries, Neff LLC ("Neff LLC"), Neff Rental LLC ("Neff Rental LLC") and Neff Rental Finance Corp. ("Neff Rental Finance Corp." and together with Neff Rental LLC, Neff LLC and Neff Holdings LLC, the "Company"). The Company owns and operates equipment rental locations throughout the eastern, southern and western regions of the United States. The Company also sells used equipment, parts and merchandise and provides ongoing repair and maintenance services.

        The Company has evaluated subsequent events through the date these financial statements were available to be issued on September 3, 2014.

        All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company considers critical accounting policies to be those that require more significant judgments and estimates in the preparation of the consolidated financial statements including those related to depreciation, bad debts, income taxes, self-insurance reserves, goodwill and intangible assets, derivative financial instruments and contingencies. Management relies on historical experience and other assumptions, believed to be reasonable under the circumstances, in making its judgments and estimates. Actual results could differ from those judgments and estimates.

Recognition of Revenue

        The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable and (4) collectibility is probable.

        Rental revenues in the consolidated statements of operations include revenues earned on equipment rentals and related revenues such as the fees the Company charges for the pickup and delivery of equipment, damage waivers and other surcharges. Revenues earned on equipment rentals are recognized as earned over the contract period which may be daily, weekly or monthly. Revenues earned on pick-up and delivery fees, damage waivers and other surcharges, are recognized at the time the services are provided.

        Revenues from the sale of equipment and parts are recognized at the time of delivery to, or pick-up by the customer and when all obligations under the sales contract have been fulfilled. Service revenues are recognized at the time the services are provided.

        Sales taxes collected are not included in reported sales.

F-21

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1—BASIS OF PRESENTATION (Continued)

Delivery Costs

        Depreciation of delivery vehicles is included in other operating expenses in the consolidated statements of operations and amounted to approximately $5.7 million and $5.9 million for the years ended December 31, 2013 and 2012, respectively. All other delivery related costs are included in cost of revenues.

Cash Equivalents

        The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Inventories

        Inventories, which consist principally of parts and supplies, are stated at the lower of cost or market, with cost determined on the first-in, first-out basis.

Comprehensive Income (Loss)

        The Company had no items of other comprehensive income (loss) in any of the periods presented.

Property and Equipment

        Property and equipment is initially recorded at original cost and is stated net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets. Significant improvements are capitalized at cost. Repairs and maintenance are expensed as incurred. Leasehold improvements are amortized using the straight-line method over their useful lives or the life of the lease, whichever is shorter.

        The Company assigns the following estimated useful lives to these categories:

Category
Buildings	30 years
Office equipment	2-8 years
Service equipment and vehicles	2-8 years
Shop equipment	7 years

Rental Equipment

        Rental equipment is initially recorded at original cost and is stated net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful life of the related equipment (generally two to eight years with estimated 10-20% residual values).

        The Company routinely reviews the assumptions utilized in computing rates of depreciation of its rental equipment. Changes to the assumptions (such as the length of service lives and/or the amount of residual values) are made when, in the opinion of management, such changes are necessary to more appropriately allocate asset costs to operations over the service life of the assets. Management utilizes, among other factors, historical experience and industry comparisons in determining the propriety of any such changes. The Company may be required to change these estimates based on changes in its industry,

F-22

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1—BASIS OF PRESENTATION (Continued)

end markets or other circumstances. If these estimates change in the future, the Company may be required to recognize increased or decreased depreciation expense for these assets.

Valuation of Long-lived Assets

        Long-lived assets and intangibles with finite useful lives (customer list) are evaluated for impairment if events or circumstances suggest that assets may be impaired. An assessment of recoverability is performed prior to any write-down of assets based on the undiscounted cash flows of the assets. An impairment charge is recorded on those assets considered impaired for which the estimated fair value is below the carrying amount.

Prepaid Expenses and Other Assets

        Prepaid expenses and other assets primarily include debt issue costs, prepaid expenses and deposits. Debt issue costs are amortized over the term of the debt utilizing the effective interest method (see Note 7).

Allowance for Doubtful Accounts

        Allowances for doubtful accounts are based on estimated losses related to accounts receivable balances. The establishment of allowances requires the use of judgments and assumptions regarding estimated losses on accounts receivable balances.

Insurance

        The Company is insured against general liability claims, workers' compensation claims and automobile liability claims up to specified limits per claim and in the aggregate, subject to deductibles per occurrence of up to $0.3 million. Insured losses within these deductible amounts are accrued based upon the aggregate liability for reported claims incurred as well as an estimated liability for claims incurred but not reported. These liabilities are not discounted and are classified in accrued expenses and other liabilities. The Company is self-insured for group medical and dental claims. The Company has accrued a liability net of expected insurance recoveries for unpaid claims, including incurred but not reported claims, totaling $2.9 million, for insurance as of December 31, 2013 and 2012. The Company had $4.5 million in outstanding letters of credit at December 31, 2013 that were associated with its insurance coverage.

Income Taxes

        Neff Holdings LLC is a limited liability company that is treated as a partnership for federal and state income tax purposes (see Note 11). Accordingly, income taxes are the responsibility of the members.

Goodwill and Intangible Assets

        Goodwill and trademarks and tradenames are reviewed at least annually (October 1 annual test date) for impairment. Acquired intangible assets with finite useful lives (customer list) are amortized over their useful lives (see Note 5). The Company expenses costs to renew or extend the term of a recognized intangible asset.

F-23

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1—BASIS OF PRESENTATION (Continued)

Fair Value of Financial Instruments

        The fair market value of financial instruments held by the Company is based on a variety of factors and assumptions and may not necessarily be representative of the actual gains or losses that will be realized in the future and do not include expenses that could be incurred in an actual sale or settlement of such assets or liabilities.

        The carrying value of accounts receivable, accounts payable and accrued liabilities approximate fair market value due to the short term maturities of these instruments unless otherwise disclosed in these consolidated financial statements (see Note 14).

Advertising

        Advertising costs are expensed as incurred. Advertising expense totaled approximately $0.5 million for the years ended December 31, 2013 and 2012.

Segment Reporting

        The Company's operations consist of the rental and sale of equipment, and parts and services in one operating segment and one reportable segment. The Company's chief operating decision maker is its Board of Managers. The Board of Managers is comprised of six individuals. Five of the individuals on the Board of Managers are elected by members of Neff Holdings LLC who hold more than a majority of the issued and outstanding Class A Units and the remaining manager is the Company's Chief Executive Officer. The Board makes and approves key strategic resource allocation decisions and reviews the performance of the Company. The Company operates in the United States and had minimal international sales for each of the periods presented.

Recently Issued Accounting Pronouncements

        In May 2014, the FASB issued ASU 2014-09, which provides guidance on recognizing revenue. The guidance includes steps an entity should apply to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual and interim reporting periods beginning after December 15, 2016. Early adoption is not permitted. The Company expects to adopt ASU 2014-09 when effective, and the impact on the Company's financial statements is not currently estimable.

Pro Forma Statements of Operations (unaudited)

Pro forma income taxes

        Neff Corporation will be subject to federal, state and local income tax upon completion of its initial public offering.

        The pro forma income tax provision presents the Company's results from operations as if it were subject to federal, state and local income tax. However, only a portion of the Company's units will be purchased in connection with the initial public offering of Neff Corporation, therefore only a portion of the Company's earnings will be taxed at Neff Corporation's statutory corporate income tax rate of 39.0%. The Company anticipates that the actual consolidated effective tax rate of Neff Corporation will be lower

F-24

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1—BASIS OF PRESENTATION (Continued)

than 39.0% and will be dependent upon the number of units purchased in connection with the initial public offering of Neff Corporation.

Earnings per unit

        In connection with the initial public offering of Neff Corporation, the Company anticipates completing a unit distribution of                 units for each unit outstanding as of the date of the consummation of the initial public offering.

        Pro forma weighted average units outstanding reflect the pro forma effect of the unit distribution as if it had occurred as of January 1, 2013.

Basic weighted average units outstanding:

Incremental units⁽¹⁾

Basic weighted average units outstanding

Total pro forma units for purposes of calculating pro forma basic net income per unit

(1)

Represents incremental units assumed to have funded distributions within the twelve months prior to the initial public offering.

2013 Distribution	$
June 2014 Distribution
Total Distributions
IPO offering price	$
Incremental units

Diluted weighted average units outstanding:

Incremental units(1)	$
Diluted weighted average units outstanding(2)	$
Total pro forma diluted units for purposes of calculating pro forma diluted net income per unit

(1)

Represents incremental units assumed to have funded distributions within the twelve months prior to the initial public offering.

(2)

Includes                units issued to management and members of the board.

NOTE 2—ACCOUNTS RECEIVABLE

        The majority of the Company's customers are engaged in construction and industrial business throughout the eastern, southern and western regions of the United States. The Company extends credit to its customers and evaluates collectibility of accounts receivable based upon an evaluation of the customers' financial condition and credit history. For receivables from certain types of construction projects, the Company's policy is to secure its accounts receivable by obtaining liens on the customer's projects and

F-25

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—ACCOUNTS RECEIVABLE (Continued)

issuing notices of the liens to the projects' owners and general contractors. All other receivables are generally unsecured.

        The following table summarizes activity for allowance for doubtful accounts (in thousands):

	For the Year Ended December 31, 2012			For the Year Ended December 31, 2013
Beginning balance	$	1,925		$	1,472
Provision for bad debt		1,975			2,278
Charge offs		(2,428	)		(2,111	)
Ending balance	$	1,472		$	1,639

NOTE 3—RENTAL EQUIPMENT

        Rental equipment consisted of the following as of December 31, 2013 and 2012 (in thousands):

	December 31, 2012			December 31, 2013
Rental equipment	$	439,907		$	514,520
Less accumulated depreciation		(124,027	)		(167,264	)
Rental equipment, net	$	315,880		$	347,256

NOTE 4—PROPERTY AND EQUIPMENT

        Property and equipment consist of the following as of December 31, 2013 and 2012 (in thousands):

	December 31, 2012			December 31, 2013
Land	$	25		$	25
Buildings		55			55
Leasehold improvements		1,624			2,480
Office equipment		1,836			2,483
Service equipment and vehicles		32,967			40,589
Shop equipment		1,506			1,984
		38,013			47,616
Less: accumulated depreciation		(16,186	)		(21,701	)
Property and equipment, net	$	21,827		$	25,915

        Depreciation expense for property and equipment was $7.2 million and $7.0 million for the years ended December 31, 2013 and 2012, respectively.

F-26

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5—INTANGIBLE ASSETS

        The Company's trademarks and tradenames are intangible assets with indefinite useful lives. The Company tests its trademarks and tradenames for impairment annually or as of an interim date if circumstances suggest that assets may be impaired. As part of its annual impairment testing of intangible assets, the Company may perform a qualitative or quantitative assessment. If a quantitative test is performed, the fair value of the trademarks and tradenames is measured using the royalty savings method which includes inputs such as revenue, a royalty rate and a discount rate, to reflect the savings realized by owning the trademarks and tradenames, and thus not having to pay a royalty fee to a third party. The Company tested its trademarks and tradenames as of October 1, 2013, and determined that its trademarks and tradenames were not impaired.

        The carrying amount and accumulated amortization of intangible assets as of December 31, 2013 and 2012, consisted of the following (in thousands, except as noted):

			December 31, 2013
	Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Indefinite life:
Trademarks and tradenames		N/A	$	10,854	$	—		$	10,854
Finite life:
Customer list		12		13,987		(6,731	)		7,256
Total intangible assets			$	24,841	$	(6,731	)	$	18,110

			December 31, 2012
	Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Indefinite life:
Trademarks and tradenames		N/A	$	10,854	$	—		$	10,854
Finite life:
Customer list		12		13,987		(5,004	)		8,983
Total intangible assets			$	24,841	$	(5,004	)	$	19,837

F-27

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5—INTANGIBLE ASSETS (Continued)

        The customer list is amortized on an accelerated basis, based on estimated cash flows over the useful life of the customer list. Accumulated amortization and expected future annual amortization expense are as follows (in thousands):

Accumulated amortization at December 31, 2013	$	6,731
Estimated amortization expense
2014		1,510
2015		1,286
2016		1,070
2017		877
2018		719
2019 through 2022		1,794
Total	$	13,987

        Amortization expense related to the customer list was $1.7 million and $2.0 million for the years ended December 31, 2013 and 2012, respectively.

NOTE 6—GOODWILL

        Goodwill represents the excess of cost over the fair value of identifiable net assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment annually or, if necessary, more frequently if events indicate a decline in fair value below its carrying value. As part of its annual impairment testing of goodwill, the Company may perform a qualitative or quantitative assessment. Should the qualitative assessment indicate that the two-step impairment test must be performed, the Company must first determine whether the fair value of the reporting unit exceeds the carrying value. If the fair value of the goodwill is less than the implied value, the Company is required to write-off the excess goodwill as an operating expense.

        The Company uses an equally weighted combination of the income and market approaches when performing its two-step impairment test of goodwill. The Company assigns an equal weight to the respective methods as they are both acceptable valuation approaches in determining the fair value of a business.

        The income approach establishes fair value by methods which discount or capitalize earnings and/or cash flow by a discount or capitalization rate that reflects market rate of return expectations, market conditions and the risk of the relative investment. The Company uses a discounted cash flow method when applying the income approach. The market approach establishes fair value by comparing the Company to publicly traded companies or by analyzing actual transactions of similar businesses.

        The Company tested its goodwill as of October 1, 2013, and determined that its goodwill was not impaired. There were no changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012.

F-28

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—DEBT

        Debt consisted of the following as of December 31, 2013 and 2012 (in thousands, except percent data):

	December 31, 2012		December 31, 2013
Revolving Credit Facility with interest ranging from the lender's prime rate plus up to 1.5% to LIBOR plus up to 2.5% (2.8% at December 31, 2013)	$	142,621	$	279,200
Senior Secured Notes		200,000		200,000
Total indebtedness	$	342,621	$	479,200

        On October 1, 2010, Neff Rental LLC and Neff LLC entered into its senior secured revolving credit facility (the "Revolving Credit Facility") as co-borrowers. The obligations under the Revolving Credit Facility are guaranteed by Neff Holdings LLC. The Revolving Credit Facility is secured by a first priority security interest in substantially all of the Company's assets. Interest on any base rate loans under the Revolving Credit Facility is due quarterly and interest on any LIBOR rate loans under the Revolving Credit Facility is due at three month intervals or, if shorter, at the end of the selected LIBOR period. Availability under the Revolving Credit Facility is subject to a borrowing base formula consisting of eligible accounts receivable and eligible rental fleet.

        In May 2011, Neff Rental LLC and Neff Rental Finance Corp., as co-issuers (the "Co-Issuers"), completed a private offering of $200.0 million aggregate principal amount of 9.625% Senior Secured Notes (the "Senior Secured Notes"). Neff Rental Finance Corp. was formed in April 2011 for the sole purpose of co-issuing the Senior Secured Notes and has been capitalized with an amount of cash required to satisfy minimum statutory requirements. Except with respect to such amount of cash, Neff Rental Finance Corp. does not have any assets, operations or revenues. The terms of the Senior Secured Notes are governed by an indenture (the "Indenture"). The obligations under the Senior Secured Notes are guaranteed by Neff Holdings LLC and Neff LLC (the "Guarantors") and are secured by a second priority security interest in substantially all of the Company's assets. Interest on the Senior Secured Notes is payable in cash semi-annually in arrears on May 15 and November 15 of each year. The Senior Secured Notes mature on May 15, 2016.

        On March 12, 2012, the Revolving Credit Facility was amended (the "March 2012 Amendment"). The March 2012 Amendment increased total borrowing capacity to $200.0 million, provided for a mechanism whereby the Company could request (but the lenders under the Revolving Credit Facility have no obligation to provide) up to $100.0 million of incremental revolving loan commitments under the Revolving Credit Facility, reduced applicable margins applicable to loans and other credit extensions, extended the maturity to the earlier of March 12, 2016 and ninety days prior to the maturity date of the Senior Secured Notes (to the extent any Senior Secured Notes remain outstanding on such date) and modified the excess availability requirements relating to cash dominion and the implementation of certain financial covenants.

        On October 25, 2012, the Revolving Credit Facility was amended (the "October 2012 Amendment"). The October 2012 Amendment increased total maximum borrowing capacity from $200.0 million to $225.0 million.

F-29

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—DEBT (Continued)

        On November 20, 2013, the Revolving Credit Facility was amended and restated (the "2013 Amendment and Restatement"). Among other things, the 2013 Amendment and Restatement increased total maximum borrowing capacity from $225.0 million to $375.0 million, provided for a mechanism whereby the Company could request (but the lenders under the Revolving Credit Facility have no obligation to provide) up to $25.0 million of incremental revolving loan commitments under the Revolving Credit Facility, permitted the payment of a $110.0 million cash distribution to the members of Neff Holdings LLC (the "2013 Distribution"), extended the maturity to the earlier of November 20, 2018 and ninety days prior to the maturity date of the Senior Secured Notes (to the extent any Senior Secured Notes remain outstanding on such date) and modified the excess availability requirements relating to cash dominion and the implementation of certain financial covenants and covenants relating to appraisals and field audits. As of December 31, 2013, total availability under the Revolving Credit Facility was $91.1 million.

        In connection with the 2013 Amendment and Restatement, the Indenture and the intercreditor agreement that relates to the Senior Secured Notes (the "Intercreditor Agreement") were amended (together with the 2013 Amendment and Restatement, the "2013 Amendments"). The amendment to the Indenture, among other things, amended (i) the debt incurrence covenant contained in the Indenture to allow for first-priority lien credit facilities of up to the greater of $400 million and the Borrowing Base (as defined in the Indenture), (ii) the restricted payments covenant contained in the Indenture to permit the payment of the 2013 Distribution, and (iii) certain definitions contained in the Indenture. The amendment to the Intercreditor Agreement amended certain provisions in the Intercreditor Agreement so that the liens on collateral securing the first-priority lien credit facilities referred to above will be senior in all respects and prior to any lien on collateral securing the obligations under the Indenture, on the terms set forth in the Intercreditor Agreement.

        The Company paid approximately $10.1 million in 2013 of debt issue costs related to the 2013 Amendments ($2.4 million and $7.7 million related to the Revolving Credit Facility and Senior Secured Notes, respectively), which are amortized over the terms of the Revolving Credit Facility and Senior Secured Notes utilizing the effective interest method. Accumulated amortization at December 31, 2013 for debt issue costs was $2.0 million and $2.7 million for the Revolving Credit Facility and Senior Secured Notes, respectively. Accumulated amortization at December 31, 2012 for debt issue costs was $1.3 million and $1.4 million for the Revolving Credit Facility and Senior Secured Notes, respectively.

        The Revolving Credit Facility and Senior Secured Notes contain various affirmative, negative and financial reporting covenants. The covenants, among other things, place restrictions on the Company's ability to acquire and sell assets, incur additional indebtedness and prepay other indebtedness other than the Revolving Credit Facility. The Company is subject to certain financial covenants under its Revolving Credit Facility if availability declines below $46.9 million. The Company was in compliance with all financial covenants under the Revolving Credit Facility and the Senior Secured Notes as of December 31, 2013.

NOTE 8—EQUITY—BASED COMPENSATION

        Neff Holdings LLC adopted the Neff Holdings LLC Management Equity Plan on October 1, 2010 (the "2010 Equity Plan"). Under the 2010 Equity Plan, Neff Holdings LLC may grant options or other equity based awards to acquire Neff Holdings LLC class B limited voting membership units to employees (including executive officers) and non-employee directors of the Company.

F-30

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—EQUITY—BASED COMPENSATION (Continued)

        On October 12, 2010, under the 2010 Equity Plan, Neff Holdings LLC granted options to certain employees of the Company to acquire an aggregate of 800,000 class B limited voting membership units (the "2010 Employee Options"). The 2010 Employee Options will vest as follows: 62.5% will vest over time (the "Service Options") and the remaining 37.5% will vest in equal installments upon the achievement of certain earnings-based targets (the "Performance Options"). Each employee's Service Options will vest in equal installments on each of the first four anniversaries of the grant date beginning with October 12, 2011. The vesting of the Performance Options is subject to periodic or cumulative achievement of certain earnings-based targets over four periods beginning with the period October 1, 2010 through December 31, 2011 and then over the next three calendar years. If any of the Performance Options do not vest over the vesting period, then any unvested Performance Options terminate. The 2010 Employee Options had an exercise price of $23.86 per share (see Option Amendment below in this Note 8), which price was not less than the fair market value of a class B limited voting membership unit on the date of the grant. As of December 31, 2013 and 2012, 565,094 and 375,844 of the 2010 Employee Options had vested, respectively.

        On November 11, 2010, under the 2010 Equity Plan, Neff Holdings LLC granted options to acquire 21,374 class B limited voting membership units to two members of the Board of Managers (the "2010 Director Options," together with the 2010 Employee Options, the "2010 Options"). The 2010 Director Options will vest over time (25% of each 2010 Director Option will vest in equal installments on each of the first four anniversaries of November 11, 2010). The 2010 Director Options had an exercise price of $23.86 per share (see Option Amendment below in this Note 8), which price was not less than the fair market value of a class B limited voting membership unit on the date of the grant. As of December 31, 2013 and 2012, 16,031 and 10,687 of the 2010 Director Options had vested, respectively. As of December 31, 2013 and 2012, there were 221,626 class B limited voting membership units available for future grants of equity awards under the 2010 Equity Plan.

        Upon a change in control of Neff Holdings LLC, all of the then outstanding 2010 Options would fully vest and become exercisable. The fair value of the 2010 Options at grant date was estimated using the Black-Scholes multiple option model. The following weighted average assumptions were used to value the 2010 Options: an expected term of 5 years, a risk free rate of 1.17%, volatility of 50% and no expected dividends. The estimated weighted average fair value per option granted in 2010 was $6.07. The risk free rate for periods within the contracted life of the options was based on the yield on U.S. Treasury securities to extrapolate a forward yield curve. As Neff Holdings LLC's membership units are privately held and there has been no history of exercises and forfeitures, volatility was based on the average volatilities of public entities and expected life was based on management estimates considering maximum contractual terms and vesting periods at grant date.

        In 2011, the Company made a $120.0 million cash distribution to the members of Neff Holdings LLC as a return of capital (the "2011 Distribution"). On June 1, 2011, in connection with the 2011 Distribution, Neff Holdings LLC amended all of the 2010 Options (the "Option Amendment"). The Option Amendment, among other things, reduced the exercise price of the 2010 Options from $23.86 to $10.82 and modified the Performance Option component of the 2010 Employee Options by increasing the earnings-based targets over the remaining vesting period of the 2010 Employee Options. The Company accounted for the Option Amendment as a modification. The incremental compensation cost that resulted from the Option Amendment amounted to $1.0 million and is being recognized over the remaining vesting period of the 2010 Options.

F-31

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—EQUITY—BASED COMPENSATION (Continued)

        Equity-based compensation expense relating to the Company's equity-based compensation awards was $1.2 million and $1.5 million for the years ended December 31, 2013 and 2012, respectively.

        The weighted average exercise price and the weighted average remaining contractual life of the options under the 2010 Equity Plan as of December 31, 2013 was $10.82 and 7 years, respectively. As of December 31, 2013 and 2012, Neff Holdings LLC had 778,374 class B limited voting membership unit options outstanding that were granted to employees and non-employee directors of the Company.

        The total compensation cost related to 2010 Employee Options not yet recognized as of December 31, 2013 totaled approximately $0.8 million; that cost is expected to be recognized over a period of 1 year for both the Service Options and the Performance Options. The total compensation cost related to 2010 Director Options not yet recognized as of December 31, 2013 totaled approximately $39.1 thousand; that cost is expected to be recognized over a period of 1 year. For the years ended December 31, 2013 and 2012, there were no grants, exercises or forfeitures of options.

NOTE 9—RETIREMENT PLAN

        The Company has a 401(k) plan for its employees (the "401(k) Plan"). Participating employees may contribute to the 401(k) Plan through salary deductions. Neff Rental LLC is the sponsor of the 401(k) Plan. The Company made $1.0 million and $0.8 million in matching contributions to the 401(k) Plan for the years ended December 31, 2013 and 2012, respectively.

NOTE 10—DERIVATIVE FINANCIAL INSTRUMENTS

        On October 1, 2010, as part of the Acquisition (Note 11), the Company recorded interest rate swaps ("Interest Rate Swaps") on its balance sheet as a liability at a fair value of $16.9 million. The Interest Rate Swaps were not accounted for as hedges and changes in fair value were included directly in the statement of operations. The Company reduced the accrued swap liability by the amount of the semi-annual net settlement as settlements were made. Under the terms of the Interest Rate Swaps, a semiannual net settlement was made on January 4 and July 4 each year for the difference between the fixed rate of 5.621% and the variable rate based upon the six month LIBOR rate on the notional amount of the Interest Rate Swaps. During 2012, the Company made semi-annual payments of $2.7 million and $2.4 million in January 2012 and July 2012, respectively. The Interest Rate Swaps had a notional amount of $100.0 million through January 4, 2013. On January 4, 2013, the Company made the final payment of $2.5 million and the agreement for the Interest Rate Swaps expired.

        The Company's hedging transactions are authorized and executed pursuant to its regularly reviewed policies and procedures, which prohibit the use of derivative financial instruments for trading or speculative purposes.

        The $0.1 million loss on interest rate swaps for the year ended December 31, 2012 was related to the change in the fair value of the Interest Rate Swaps. The Company did not record a gain or loss on interest rate swaps for the year ended December 31, 2013.

        The fair value of the Interest Rate Swaps as of December 31, 2012 was $2.5 million.

F-32

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10—DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

        The following tables provide details regarding the Company's derivative financial instruments (in thousands):

	For the Year Ended December 31, 2012					For the Year Ended December 31, 2013
	Loss Reclassified from Accumulated Other Comprehensive Loss to Earnings		Loss Recognized in Earnings(a)			Loss Reclassified from Accumulated Other Comprehensive Loss to Earnings		Loss Recognized in Earnings
Interest Rate Swaps	$	—	$	(102	)	$	—	$	—

	December 31, 2013		December 31, 2012
	Fair Value of Derivative Liability		Fair Value of Derivative Liability(b)
Interest Rate Swaps (Note 14)	$	—	$	2,484

(a)

Classified in Other expenses—Loss on interest rate swaps.

(b)

Classified in Liabilities—Interest rate swaps

NOTE 11—INCOME TAXES

        Neff Holdings LLC is a limited liability company that is treated as a partnership for federal and state income tax purposes. The Company is not subject to income taxes for federal and state purposes. Rather, taxable income or loss is included in the respective federal and state income tax returns of the Company's members. Tax years 2010 through 2012 are open to examination by federal and state taxing authorities.

        In June 2012, the Company received notice from the Internal Revenue Service ("IRS") that the IRS would be auditing the 2010 federal tax return (the "IRS Predecessor Audit") of Neff Holdings Corp. On October 1, 2010, the Company purchased substantially all of the assets of Neff Holdings Corp. and certain of its affiliates (collectively, the "Predecessor") in connection with the Predecessor's bankruptcy cases under chapter 11 of title 11 of the United States Code (the "Acquisition"). The IRS Predecessor Audit began in July 2012 and in August 2013 the Company received notice from the IRS that the IRS had completed the IRS Predecessor Audit and had made no changes to the tax return. In November 2012, the Company received notice from the IRS that the IRS would be auditing the Company's 2010 federal tax return (the "IRS Company Audit"). The IRS Company Audit began in December 2012 and in December 2013 the Company received notice from the IRS that the IRS had completed the IRS Company Audit and had made no changes to the tax return.

        In connection with the Acquisition uncertain tax liabilities were assumed by the Company and are recorded in accrued expenses as of December 31, 2013 and 2012. At December 31, 2013 and 2012, the amount of uncertain tax positions recorded in accrued expenses was approximately $4.8 million and $4.9 million, respectively. No other income tax liabilities or assets are included in the balance sheets as of December 31, 2013 or December 31, 2012.

        The Company's practice is to recognize interest and penalties on uncertain tax positions in income tax expense. The Company recognized $0.5 million and $0.4 million for interest and penalties during the years ended December 31, 2013 and 2012, respectively. The Company has accrued interest and penalties of $2.3 million and $1.7 million as of December 31, 2013 and 2012, respectively. The Company expects to

F-33

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11—INCOME TAXES (Continued)

reverse $4.4 million in uncertain tax positions and $2.1 million in interest and penalties during the year ending December 31, 2014.

        A reconciliation of the beginning and ending amounts of uncertain tax positions is as follows (in thousands):

Ending balance—December 31, 2011	$	5,071
Additions based on tax positions related to the current year		—
Additions for tax positions of prior years		—
Reductions for tax positions of prior years		—
Reductions as a result of lapse of applicable statute of limitations		(195	)
Ending balance—December 31, 2012		4,876
Additions based on tax positions related to the current year		—
Additions for tax positions of prior years		—
Reductions for tax positions of prior years		—
Reductions as a result of lapse of applicable statute of limitations		(126	)
Ending balance—December 31, 2013	$	4,750

NOTE 12—RELATED-PARTY TRANSACTIONS AND OTHER COMMITMENTS

Related Party Transactions

        For the years ended December 31, 2013 and 2012, the Company had no material related party transactions.

Operating Leases

        The Company leases real estate, rental equipment and other equipment under operating leases. Certain real estate leases require the Company to pay maintenance, insurance, taxes and certain other expenses in addition to the stated rental amounts. For leases with step rent provisions, under which the rental payments increase incrementally over the life of the lease, the Company recognizes the total minimum lease payments on a straight-line basis over the lease term. As of December 31, 2013, future minimum rental payments under non-cancelable operating lease arrangements are as follows for the years ending December 31 (in thousands):

2014	$	6,246
2015		4,992
2016		3,341
2017		2,936
2018		1,864
Thereafter		2,072
	$	21,451

        Rental expense under operating lease arrangements amounted to approximately $6.9 million and $6.6 million years ended December 31, 2013 and 2012, respectively.

F-34

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12—RELATED-PARTY TRANSACTIONS AND OTHER COMMITMENTS (Continued)

Litigation Matters

        The Company is party to legal proceedings and potential claims arising in the ordinary course of business. The Company's management does not believe that these matters will have a material effect on the Company's financial position, results of operations, or cash flows.

NOTE 13—SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

	For the Year Ended December 31, 2012		For the Year Ended December 31, 2013
	(in thousands)
Supplemental Disclosures of Cash Flow Information (in thousands)
Cash paid for interest	$	23,138	$	24,676
Non-cash investing activities:
Purchases of rental equipment included in accounts payable and other accrued liabilities at year end	$	33,039	$	9,381
Non-cash financing activities:
Accrued Revolving Credit Facility debt issue costs	$	—	$	182

NOTE 14—FAIR VALUE DISCLOSURES

        The carrying amounts for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to their immediate to short-term maturity. The fair value of the Revolving Credit Facility approximates its carrying value as of December 31, 2013, as variable interest rates approximate market rates.

        The Company used the following methods to measure the fair value of certain assets and liabilities:

        Interest Rate Swaps.    The Interest Rate Swaps were valued utilizing pricing models taking into account inputs such as interest rates and notional amounts (see Note 10).

        Senior Secured Notes.    The fair value of the Senior Secured Notes was calculated based on information from third party financial institutions supported by minimal market activity, and may not be representative of the prices that would be derived from a more active market.

        The following table reflects the carrying amount and fair value of the Senior Secured Notes as of December 31, 2013 and 2012 (in thousands):

	December 31, 2012				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Secured Notes	$	200,000	$	208,100	$	200,000	$	212,376

        The FASB has established a framework for measuring fair value and requires that assets and liabilities measured at fair value be classified and disclosed in one of the following three categories:

        Level 1: Quoted market prices in active markets for identical assets or liabilities

        Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data

F-35

NEFF HOLDINGS LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14—FAIR VALUE DISCLOSURES (Continued)

        Level 3: Unobservable inputs that are not corroborated by market data

        The Company made the final scheduled semi-annual net payment for the Interest Rate Swaps on January 4, 2013 and as a result, the Interest Rate Swaps were not measured as of December 31, 2013.

        The following table provides fair value measurement information of the Interest Rate Swaps measured on a recurring basis as of December 31, 2012 (in thousands):

	Fair Value Measurements Using:
	Quoted Prices in Active Markets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Interest Rate Swaps	$	—	$	2,484	$	—

        There were no transfers into or out of Level 1, 2 or 3 during the years ended December 31, 2013 and 2012.

NOTE 15—SUMMARY OF QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

        A summary of the quarterly operating results during 2013 and 2012 is as follows (in thousands):

	2013
	1st		2nd		3rd		4th
Revenues	$	70,077	$	80,290	$	86,395	$	90,445
Gross Profit		29,964		39,313		42,443		43,356
Income from operations		8,810		17,459		20,085		21,137
Net income	$	2,314	$	10,716	$	13,498	$	13,965

	2012
	1st			2nd		3rd		4th
Revenues	$	60,786		$	70,685	$	76,448	$	83,058
Gross Profit		22,518			29,729		34,583		36,283
Income from operations		3,717			9,877		14,170		14,687
Net (loss) income	$	(2,508	)	$	3,668	$	7,803	$	8,545

F-36

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table sets forth all expenses to be paid by Neff Corporation, other than underwriting discounts and commissions, upon the completion of this offering. All amounts shown are estimates except for the SEC registration fee, the Financial Industry Regulatory Authority ("FINRA") filing fee and the NYSE listing fee.

	Amount to be Paid
SEC registration fee	$	12,880
FINRA filing fee		15,500
NYSE listing fee			*
Printing and engraving expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Transfer agent and registrar fees			*
Miscellaneous expenses			*
Total	$		*

*

To be filed by amendment.

Item 14.    Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law authorizes a corporation's board of directors to grant, and authorizes a court to award, indemnity to officers, directors, and other corporate agents.

        Upon completion of this offering, as permitted by Section 102(b)(7) of the Delaware General Corporation Law, Neff Corporation's amended and restated certificate of incorporation will include provisions that eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty as directors and officers.

        In addition, as permitted by Section 145 of the Delaware General Corporation Law, the amended and restated certificate of incorporation and amended and restated by-laws of Neff Corporation will provide that:

•

Neff Corporation shall indemnify its directors and officers for serving Neff Corporation in those capacities or for serving other business enterprises at Neff Corporation's request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Neff Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe such person's conduct was unlawful.

•

Neff Corporation may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

•

Neff Corporation is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

•

Neff Corporation will not be obligated pursuant to the amended and restated by-laws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings

II-1

authorized by Neff Corporation's board of directors or brought to enforce a right to indemnification.

•

The rights conferred in the amended and restated certificate of incorporation and amended and restated by-laws are not exclusive, and Neff Corporation is authorized to enter into indemnification agreements with its directors, officers, employees, and agents and to obtain insurance to indemnify such persons.

•

Neff Corporation may not retroactively amend the by-law provisions to reduce its indemnification obligations to directors, officers, employees, and agents.

        Neff Corporation's policy is to enter into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and also to provide for certain additional procedural protections. Neff Corporation also maintains directors and officers insurance to insure such persons against certain liabilities.

        These indemnification provisions and the indemnification agreements entered into between Neff Corporation and its officers and directors may be sufficiently broad to permit indemnification of Neff Corporation's officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

        The underwriting agreement to be filed as Exhibit 1.1 to this registration statement will provide for indemnification by the underwriters of Neff Corporation and Neff Holdings LLC and its officers and directors for certain liabilities arising under the Securities Act and otherwise.

Item 15.    Recent Sales of Unregistered Securities.

        On August 31, 2014, Neff Corporation agreed to issue 100 shares of common stock, par value $0.01 per share, to Wayzata in exchange for $100. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving any public offering.

Item 16.    Exhibits and Financial Statement Schedules.

(a)

Exhibits.

        We have filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

(b)

Financial Statement Schedules.

        All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.

Item 17.    Undertakings.

        The undersigned Neff Corporation hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of Neff Corporation pursuant to the foregoing provisions, or otherwise, Neff Corporation has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Neff Corporation of expenses incurred or paid by a director, officer, or controlling person of Neff Corporation in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with

II-2

the securities being registered, Neff Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned Neff Corporation hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by Neff Corporation pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Neff Corporation has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida on the 29^th day of October, 2014.

NEFF CORPORATION
By:	/s/ MARK IRION Mark Irion Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GRAHAM HOOD Graham Hood	President, Chief Operating Officer and Director (Principal Executive Officer)	October 29, 2014
/s/ MARK IRION Mark Irion	Chief Financial Officer (Principal Accounting and Financial Officer)	October 29, 2014

II-4

EXHIBIT INDEX

Exhibit Number			Description
	1.1	*	Form of Underwriting Agreement
	3.1	*	Form of Amended and Restated Certificate of Incorporation of Neff Corporation, to be in effect upon the completion of this offering
	3.2	*	Form of Amended and Restated By-laws of Neff Corporation, to be in effect upon the completion of this offering
	4.1	*	Form of Class A common stock certificate of Neff Corporation
	5.1	*	Opinion of Latham & Watkins LLP
	10.1	*	Form of Tax Receivable Agreement
	10.2	*	Form of Registration Rights Agreement
	10.3		LLC Agreement of Neff Holdings LLC, as currently in effect
	10.4	*	Form of Second Amended and Restated Limited Liability Company Agreement of Neff Holdings LLC
	10.5		Second Lien Credit Agreement, dated as of June 9, 2014, among Neff Holdings, LLC, Neff LLC, Neff Rental LLC, the Lenders Party thereto, Credit Suisse AG as Administrative Agent and Collateral Agent, Credit Suisse Securities (USA) LLC, as Joint Bookrunner and Joint Lead Arranger, and Jefferies Finance LLC, as Joint Bookrunner, Joint Lead Arranger and Syndication Agent
	10.6	*	Amendment No. 1, dated as of October 14, 2014, to the Second Lien Credit Agreement, dated as of June 9, 2014, among Neff Holdings, LLC, Neff LLC, Neff Rental LLC, the Lenders Party thereto, Credit Suisse AG as Administrative Agent and Collateral Agent, Credit Suisse Securities (USA) LLC, as Joint Bookrunner and Joint Lead Arranger, and Jefferies Finance LLC, as Joint Bookrunner, Joint Lead Arranger and Syndication Agent
	10.7		Amended and Restated Senior Secured Credit Agreement, dated as of October 1, 2010 and as amended and restated as of November 20, 2013, among Neff LLC, Neff Holdings LLC, the other Credit Parties party thereto, the Lenders party thereto from time to time, Bank of America, N.A., as Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A. and Wells Fargo Capital Finance, LLC as Co-Collateral Agents, Wells Fargo Capital Finance, LLC as Syndication Agent and Regions Bank as Documentation Agent and Merrill Lynch, Pierce, Fenner and Smith Incorporated as Lead Arranger and Bookrunner
	10.8	†	Amendment No. 1, dated as of June 9, 2014, to the Amended and Restated Senior Secured Credit Agreement, dated as of October 1, 2010 and as amended and restated as of November 20, 2013, among Neff LLC, Neff Holdings LLC, the other Credit Parties party thereto, the Lenders party thereto from time to time, Bank of America, N.A., as Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A. and Wells Fargo Capital Finance, LLC as Co-Collateral Agents, Wells Fargo Capital Finance, LLC as Syndication Agent and Regions Bank as Documentation Agent and Merrill Lynch, Pierce, Fenner and Smith Incorporated as Lead Arranger and Bookrunner

Exhibit Number			Description
	10.9	*	Amendment No. 2, dated as of October 14, 2014, to the Amended and Restated Senior Secured Credit Agreement, dated as of October 1, 2010 and as amended and restated as of November 20, 2013, among Neff LLC, Neff Holdings LLC, the other Credit Parties party thereto, the Lenders party thereto from time to time, Bank of America, N.A., as Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A. and Wells Fargo Capital Finance, LLC as Co-Collateral Agents, Wells Fargo Capital Finance, LLC as Syndication Agent and Regions Bank as Documentation Agent and Merrill Lynch, Pierce, Fenner and Smith Incorporated as Lead Arranger and Bookrunner
	10.10		Form of Neff Corporation 2014 Incentive Award Plan
	10.11		Form of Neff Corporation 2014 Senior Executive Incentive Bonus Plan
	10.12		Form of Neff Holdings LLC 2014 Management Special Bonus Plan
	10.13		Form of Neff Holdings LLC Amended and Restated Sale Transaction Bonus Plan
	10.14		Form of Neff Holdings LLC 2014 Incentive Bonus Plan
	10.15		Neff Holdings LLC Management Equity Plan, dated as of October 1, 2010
	10.16	†	Employment Agreement by and between Graham Hood and Neff Corp., dated as of March 2007, and as amended September 30, 2010 and May 10, 2013
	10.17	†	Employment Agreement by and between Mark Irion and Neff Corp., dated as of March 1, 2000, and as amended January 31, 2005, July 8, 2005, May 31, 2007, September 30, 2010 and June 1, 2011
	10.18	†	Employment Letter between Westley Parks and Neff Rental LLC, dated as of November 29, 2011
	10.19	*	Form of Indemnification Agreement
	21.1		List of subsidiaries of Neff Corporation
	23.1		Consent of Deloitte & Touche LLP as to Neff Corporation
	23.2		Consent of Deloitte & Touche LLP as to Neff Holdings LLC
	23.3	*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
	24.1	†	Power of Attorney (included in the signature page to this registration statement)
	99.1	†	Consent of Robert Singer, as director nominee
	99.2	†	Consent of James Continenza, as director nominee
	99.3	†	Consent of Joseph Deignan, as director nominee
	99.4	†	Consent of Gerard E. Holthaus, as director nominee

*

To be submitted by amendment.

†

Previously filed.

EX-10.3

Exhibit 10.3

EXECUTION COPY NY 72934447v9 NEFF HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT confidential confidential

-i- NY 72934447v9 TABLE OF CONTENTS Page Article 1 DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Rules of Construction 10 Article 2 GENERAL 10 2.1 Continuation of the Company; Limited Liability Company Agreement; Resignation of Managing Member 10 2.2 Name 11 2.3 Term 11 2.4 Business Offices 11 2.5 Registered Office and Agent 11 2.6 Qualification in Other Jurisdictions 11 2.7 No State-Law Partnership 11 Article 3 PURPOSE OF THE BUSINESS 12 Article 4 MEMBERS; MEETINGS 12 4.1 Members 12 4.2 Substituted Members and Additional Members 12 4.3 Member Meetings. 13 4.4 Authority of the Members. 15 4.5 Limitation on Liability 16 Article 5 CAPITAL STRUCTURE 16 5.1 Units 16 5.2 Issuance of Units 16 5.3 Certificated Units 18 5.4 Voting Rights. 18 5.5 Record 19 5.6 No Appraisal Rights 19 5.7 Lost, Destroyed or Mutilated Certificates 19 Article 6 MANAGEMENT; OPERATION OF THE COMPANY BUSINESS 19 6.1 Management of the Company 19 6.2 Board 20 6.3 Regular Meetings 20 6.4 Special Meetings 20 6.5 Place of Meetings 20 6.6 Notice of Meetings 20 confidential confidential

-ii- NY 72934447v9 6.7 Meetings by Remote Communication 20 6.8 Quorum; Acts of Managers 20 6.9 Organization, Agenda and Procedures 21 6.10 Waiver of Notice 21 6.11 Managers’ Action By Written Consent 21 6.12 Removal 22 6.13 Resignation 22 6.14 Vacancies 22 6.15 Committees 22 6.16 Compensation of Managers 22 Article 7 OFFICERS; POWERS OF OFFICERS. 22 7.1 Election and Tenure 22 7.2 Resignation, Removal and Vacancies 23 7.3 Chairman 23 7.4 Chief Executive Officer 23 7.5 Chief Financial Officer 23 7.6 Vice Presidents 23 7.7 Secretary 24 7.8 Treasurer 24 7.9 Assistant Secretaries and Assistant Treasurers 24 7.10 Salaries 24 7.11 Borrowing 24 7.12 Checks and Endorsements 25 7.13 Deposits 25 7.14 Proxies 25 Article 8 EXCULPATION AND INDEMNIFICATION 25 8.1 Exculpation. 25 8.2 Indemnification. 26 8.3 No Member Liability 28 8.4 Settlements 28 8.5 Business Opportunities 28 8.6 Subrogation 30 8.7 Amendments 30 Article 9 TRANSFERS 30 9.1 Restrictions on Transfers. 30 9.2 Notice of Transfer 32 9.3 Legend on Certificates. 32 9.4 Transfer Agents and Registrars; Regulations 34 9.5 Termination of Transfer Restrictions Upon Qualified Public Offering 34 9.6 Drag-Along Transactions 34 9.7 Tag-Along Transactions 37 confidential confidential

-iii- NY 72934447v9 9.8 Appointment of Purchaser Representative 39 9.9 Merger or Consolidation 40 Article 10 FISCAL YEAR; BOOKS OF ACCOUNT; REPORTS 40 10.1 Fiscal Year 40 10.2 Books and Records 40 10.3 Tax Information 40 10.4 Tax Elections and Accounting 40 10.5 Tax Matters Member 40 10.6 Required Records 41 10.7 Audits of Books and Accounts 41 Article 11 CAPITAL 41 11.1 Capital Contributions 41 11.2 No Right to Return of Contribution 42 11.3 Additional Capital Contributions 42 11.4 Loans to the Company; No Interest on Capital 43 11.5 Creditor’s Interest in the Company 43 11.6 Capital Accounts 44 11.7 Return of Capital 45 Article 12 ALLOCATION OF PROFITS AND LOSSES 45 12.1 Profits and Losses 45 12.2 Special Allocations. 45 12.3 Curative Allocations 47 12.4 Limitation on Allocation of Losses 47 12.5 Other Allocation Rules. 47 12.6 Tax Allocations: Code Section 704(c) 48 Article 13 DISTRIBUTIONS 48 13.1 Distributions. 48 13.2 Limitations on Distributions 49 13.3 No Other Distributions 49 13.4 Withholding Tax 49 Article 14 WITHDRAWALS; ACTION FOR PARTITION 50 14.1 Waiver of Partition 50 14.2 Covenant Not to Withdraw or Dissolve 50 Article 15 DISSOLUTION AND LIQUIDATION 50 15.1 Events Causing Dissolution 50 15.2 Liquidation and Winding Up 50 confidential confidential

-iv- NY 72934447v9 15.3 No Deficit Restoration Obligation 51 Article 16 AMENDMENTS 51 16.1 Amendments 51 Article 17 REPRESENTATIONS AND WARRANTIES OF THE MEMBERS 51 17.1 Representations and Warranties of the Members 51 Article 18 MISCELLANEOUS 54 18.1 Entire Agreement 54 18.2 Counterparts 54 18.3 Termination 54 18.4 Severability 54 18.5 Successors and Assigns 54 18.6 Notices 54 18.7 Headings 55 18.8 GOVERNING LAW 55 18.9 No Third Party Beneficiaries 55 18.10 Deemed Execution; Effective Date 55 18.11 Additional Actions and Documents 56 18.12 Injunctive Relief 56 18.13 Assignment 56 18.14 Ratification of Prior Resolutions and Consents 56 Article 19 CONFIDENTIALITY 56 19.1 Confidentiality 56 19.2 Permitted Disclosure of Confidential Information. 57 19.3 United States Tax Confidentiality Waiver 58 Article 20 CORPORATE CONVERSION 58 20.1 Conversion to Corporate Entity 58 SCHEDULES AND EXHIBITS Schedule A Members Schedule B Initial Officers Exhibit A Form of Joinder Agreement Exhibit B Representation Letters confidential confidential

-v- NY 72934447v9 Exhibit C Transferee Confidentiality Agreement confidential confidential

NY 72934447v9 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEFF HOLDINGS LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, together with all schedules, exhibits and annexes hereto, this “Agreement”) of Neff Holdings LLC (the “Company”), is made as of October 1, 2010, by and among (a) the Company and (b) the Persons listed on Schedule A attached hereto and any other Person who may become a party hereto by executing a Joinder Agreement (a “Joinder Agreement”) in the form of Exhibit A attached hereto (each, a “Member” and, collectively, the “Members”). WHEREAS, the Company was initially formed as a limited liability company with the name “Reorganized Neff, L.L.C.”, pursuant to and in accordance with the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101, et seq. (as amended from time to time, the “Act”) by the filing of a Certificate of Formation of the Company (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Certificate of Formation”) with the Secretary of State of the State of Delaware pursuant to Section 18-201 of the Act on May 12, 2010; WHEREAS, the Company entered into a Limited Liability Company Agreement of the Company, dated as of September 22, 2010 (as amended, supplemented, amended and restated or otherwise modified to the date of this Agreement, together with all schedules, exhibits and annexes thereto, the “Initial LLC Agreement”), with the members of the Company parties thereto; WHEREAS, the Members and the Company desire to amend and restate the Initial LLC Agreement and to replace the Initial LLC Agreement in its entirety with this Agreement in order to provide for the conduct of the business and affairs of the Company and the rights and obligations of the Members with respect thereto; and WHEREAS, the Plan of Reorganization provides that each recipient of Units shall be bound by, and any Units or other securities of the Company to be received by such recipient shall be subject to, the terms of this Agreement, whether or not such recipient executes this Agreement. NOW, THEREFORE, in consideration of the mutual premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: confidential confidential

-2- NY 72934447v9 Article 1 DEFINITIONS 1.1 Certain Definitions. As used herein: “Adjusted Capital Account” means, with respect to any Member, the balance, if any, in such Member’s Capital Account as of the end of the relevant Allocation Year, after giving effect to the adjustments set forth herein and the following adjustments: (a) credit to such Capital Account any amounts which such Member is obligated to restore pursuant to the terms of this Agreement or is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or pursuant to the penultimate sentence of each of Treasury Regulations Sections 1.704-2(g)(1) and 1.704- 2(i)(5); and (b) debit to such Capital Account the items described in paragraphs (4), (5) and (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations to the extent relevant thereto and shall be interpreted consistently therewith. “Affiliate” means, with respect to any Person, any other Person that (either directly or indirectly) controls, is controlled by, or is under common control with the specified Person and shall also include (a) any Related Fund of such Person and (b) in the case of a specified Person who is an individual, any Family Member of such Person. The term “control” includes the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Allocation Year” means the Fiscal Year or any portion of the Fiscal Year for which the Company is required to allocate Profits, Losses, and other items of Company income, gain, loss, or deduction pursuant to Article 12. “Award Agreement” means any agreement, contract or other instrument or document (including, without limitation, any Unit Repurchase Agreement) evidencing or governing an award issued under the Management Equity Plan, including any award consisting of Class B Units or that is convertible, exercisable or exchangeable for or into Class B Units. “Bankruptcy Code” means chapter 11 of title 11 of the United States Code, as amended from time to time. “Business Day” means any day other than a day which is a Saturday, Sunday or legal holiday on which banks in the City of New York are authorized or obligated by law to close. “Capital Account” means the capital account maintained for each Member pursuant to Section 11.6, as the same may be credited or debited in accordance with the terms hereof. confidential confidential

-3- NY 72934447v9 “Capital Contribution” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property (other than money) contributed, or deemed contributed, by such Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to under Code Section 752), including any initial capital contribution and Additional Capital Contributions of such Member. “Code” means the Internal Revenue Code of 1986, as amended. “Company Minimum Gain” means “partnership minimum gain” as set forth in Treasury Regulations Section 1.704-2(d). “Covered Person” means (a) any Member, (b) any Affiliate of a Member, (c) the Tax Matters Member and any Affiliate of the Tax Matters Member, (d) any Person serving or having served as a manager, a member of any committee of the Board or an officer of the Company, (e) any Person serving or having served as an employee, consultant, representative or agent of the Company or any of its Affiliates and (f) any Person who is or was a partner, shareholder, member, officer, director, manager, controlling person, employee, consultant, counsel, representative or agent of a Member or the Tax Matters Member or any Affiliate of a Member or the Tax Matters Member. “Debtors” means, collectively, Neff Corp., Neff Holdings LLC (not the Company), Neff Holdings Corp., Neff Rental LLC, Neff Finance Corp. and Neff Rental, Inc. “Depreciation” means, for each Allocation Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Allocation Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Allocation Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Year bears to such beginning adjusted tax basis. If any asset shall have a zero adjusted basis for federal income tax purposes, Depreciation shall be determined utilizing any reasonable method determined by the Board. “Distribution” means any distribution by the Company to any Member (in its capacity as such), including distributions payable in cash, property or securities and including by means of distribution, redemption, repurchase or liquidation, except that none of the following shall be a Distribution: (a) any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of all outstanding Units of any class and (b) any repurchases by the Company of Units from a Member (including, without limitation, any repurchases by the Company of Units from a Management Holder following termination of his or her employment or service as a member of the Company’s management or the Board). “Entity” means any corporation, partnership, limited liability company, limited liability partnership, joint stock company, joint venture, estate, association, trust, unincorporated organization or association, business trust, tenancy in common or other legal entity. “Exchange Act” means the Securities Exchange Act of 1934, as amended. confidential confidential

-4- NY 72934447v9 “Executive Manager” means (a) any member of the Board (or any committee thereof) or (b) any member of any Subsidiary Governing Body, in any such case that is also an employee or officer of the Company or any of its Subsidiaries (other than the Chairman). “Family Member” means, with respect to any individual, (a) any Related Person of such individual or (b) any trust the sole beneficiaries of which are such individual or one or more of such individual’s Related Persons. “Fair Market Value” of Company property shall be determined as follows: (a)(i) marketable securities listed on any national securities exchange shall be valued at the last sales price on the date of valuation, and (ii) marketable securities traded on any over-the-counter market shall be valued at the last sales price on the date of valuation, or, if not available, at the mean between the last bid and asked prices on the date of valuation as reported by NASDAQ (with respect to securities quoted by NASDAQ) or by Pink Sheets LLC (with respect to other securities traded on any over-the-counter market) and (b) all other property, by determination of the Board in its reasonable discretion. “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset; (b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values as of the times set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5); provided, however, that adjustments pursuant to this paragraph (b) shall be made only if the Board determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members; (c) The Gross Asset Value of any Company asset distributed to a Member shall be the gross Fair Market Value of such asset on the date of distribution; (d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and Section 12.2(g); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (d) to the extent the adjustment pursuant to paragraph (b) hereof is made in connection with the transaction that would otherwise result in an adjustment pursuant to this paragraph (d); and (e) If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraphs (a), (b), or (d), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses. “Interest” means all or any part of a Member’s equity, ownership, profit or other right, title and interest in the Company in such Member’s capacity as a Member, including all of such confidential confidential

-5- NY 72934447v9 Member’s rights in Profits, Losses and Distributions and all of such Member’s rights under this Agreement. “Investment Company Act” means the Investment Company Act of 1940, as amended. “Liens” means any lien, encumbrance, claim, right, demand, charge, mortgage, deed of trust, option, pledge, security interest or similar interest, title defect, hypothecation, easement, right of way, restrictive covenant, encroachment, right of first refusal, preemptive right, judgment, conditional sale or other title retention agreement and all other impositions, imperfections, defects, limitations or restrictions of any nature or kind whatsoever. “Majority Members” means, at the time of determination, Members holding more than fifty percent (50%) of the then-issued and outstanding Class A Units as of such time, voting or consenting as a single class. “Management Equity Plan” means a management equity plan established by the Board to provide incentives to Management Holders in the form of Class B Units or awards convertible, exercisable or exchangeable for or into Class B Units, as may be amended, supplemented, amended and restated or otherwise modified from time to time. “Management Holders” means (a) members of the Board and (b) employees and prospective employees of the Company and its Subsidiaries selected by the Board (or any applicable committee thereof). “Member Nonrecourse Debt” means “partner nonrecourse debt” as set forth in Treasury Regulations Section 1.704-2(b)(4). “Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Sections 1.704-2(i)(2) and (3). “Member Nonrecourse Deductions” means “partner nonrecourse deductions” as set forth in Treasury Regulations Sections 1.704-2(i)(1) and (2). “Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c). “Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.704- 2(b)(3). “Permitted Transferee” means with respect to a Member, an Affiliate of such Member. “Person” means an individual, an Entity, a governmental body or political subdivision thereof, or other entity or group. “Plan of Reorganization” means the Debtors’ Second Amended Joint Plan Pursuant to Chapter 11 of the Bankruptcy Code filed with the United States Bankruptcy Court for the confidential confidential

-6- NY 72934447v9 Southern District of New York on August 19, 2010, as amended, supplemented or otherwise modified from time to time. “Price Per Unit” means the price for one (1) Class A Unit or other Interest as established by the Board in its reasonable discretion. “Profits” and “Losses” means, for each Allocation Year, an amount equal to the Company’s taxable income or loss for such Allocation Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication): (a) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss; (b) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses,” shall be subtracted from such taxable income or loss; (c) in the event the Gross Asset Value of any Company asset is adjusted pursuant to paragraph (b) or paragraph (c) in the definition of “Gross Asset Value,” the amount of such adjustment shall be taken into account as gain or loss from the disposition of such Company asset for purposes of computing Profits or Losses; (d) gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; (e) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Year, computed in accordance with the definition thereof; (f) to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Units, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits and Losses; and confidential confidential

-7- NY 72934447v9 (g) notwithstanding any other provision of this definition of “Profits” and “Losses,” any items that are specially allocated under this Agreement shall not be taken into account in computing Profits or Losses. “Qualified Public Offering” means the first underwritten public offering pursuant to an effective registration statement covering a sale of Units to the public that (a) results in Units being listed on a national securities exchange or quoted on the Nasdaq Stock Market, and (b) involves gross cash proceeds of at least $150 million. “Regulations” or “Treasury Regulations” means the income tax regulations promulgated under the Code as such regulations may be amended from time to time (including Temporary Regulations). “Related Fund” shall mean, with respect to any Person, any fund, account or investment vehicle that is controlled or managed by (a) such Person, (b) any controlled Affiliate of such Person or (c)(i) the same investment manager or advisor that controls or manages such Person or (ii) an investment manager or advisor under common control with the investment manager or advisor that controls or manages such Person. The term “control” includes the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Related Person” means, with respect to any individual, any of such individual’s parents, spouse, siblings, children and grandchildren. “Sale Transaction” means the bona fide sale, lease, Transfer, issuance or other disposition, in one transaction or a series of related transactions, of (x) all or substantially all of the consolidated assets of the Company and its Subsidiaries or (y) at least a majority of the thenissued and outstanding Class A Units to (in either case) any Person or group of related Persons (other than the Selling Members or any Affiliate thereof) (a “Third Party Purchaser”), whether directly or indirectly or by way of any merger, statutory share exchange, recapitalization, sale or issuance of equity, tender offer, reclassification, consolidation or other business combination transaction or purchase of beneficial ownership. “SEC” means the United States Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933, as amended. “Subsidiary” means, with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person, are held by the Owner or one or more of its Subsidiaries. “Subsidiary Governing Body” means the board of directors, the board of managers or other governing body (including any committee of any such governing body) of each Subsidiary of the Company. confidential confidential

-8- NY 72934447v9 “Tag-Along Transaction” means any transaction or series of related transactions involving a sale, Transfer or other disposition by one or more holders of Class A Units representing at least fifty percent (50%) of the then-issued and outstanding Units (excluding any sale, Transfer or other disposition of Class A Units by any such holder to an Affiliate thereof) to a single Person or group of related Persons. “Transfer” means any direct or indirect sale, transfer, gift, hypothecation, pledge, assignment, devise or other disposition, including a disposition under judicial order, legal process, execution, attachment, foreclosure or enforcement of a Lien (including (x) the granting of any option or entering into any agreement for the future sale, transfer or other disposition of Units, or (y) the sale, transfer, assignment or other disposition of any securities or rights convertible into, or exchangeable or exercisable for, Units), whether voluntary or involuntary, whether of record, constructively or beneficially and whether by operation of law or otherwise, including by recapitalization, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings. “Unit Repurchase Agreement” means an agreement entered into by the Company and a holder of Class B Units pursuant to which the Company will be entitled to re-purchase such Class B Units under certain circumstances set forth therein. “Wayzata” means, collectively, Wayzata Investment Partners LLC and any of its Affiliates or Related Funds. Additional Definitions. The following terms have the meanings set forth in the Sections set forth below: Defined Term Location “Act” Recitals “Additional Capital Contribution Date” 11.3(a) “Additional Capital Contribution Notices” 11.3(a) “Additional Capital Contributions” 11.3(a) “Aggregate Capital Contribution Amount” 11.3(b) “Agreement” Preamble “Assistant Secretaries” 7.9 “Assistant Treasurers” 7.9 “Board” 6.1 “Certificate of Formation” Recitals “Chairman” 7.3 “Chief Executive Officer” 7.4 “Chief Financial Officer” 7.5 “Class A Common Stock” 20.1(a) “Class A Units” 5.1 “Class B Common Stock” 20.1(a) confidential confidential

-9- NY 72934447v9 Defined Term Location “Class B Units” 5.1 “Common Stock” 20.1(a) “Company” Preamble “Competitor” 9.1(d) “Confidential Information” 19.1 “Confidentiality Period” 19.1 “Corporate Conversion” 20.1(a) “Damages” 8.2(a) “Delinquent Contribution” 11.3(c) “Drag Notice” 9.6(a) “Dragged Members” 9.6(a) “e-mail” 18.6 “Eligible Members” 11.3 “Effective Date” 2.1 “Fiscal Year” 10.1 “HSR Act” 20.1(a) “Identified Person” 8.5(a) “Initial LLC Agreement” Recitals “Initiating Holders” 9.7(a) “Joinder Agreement” Preamble “Member” Preamble “Non-Contributing Member” 11.3(c) “Opportunity” 8.5(a) “Other Entity” 8.2(a) “Other Member” 11.3(c) “Owner” Definition of “Subsidiary” “Permitted Transfer” 9.1(a) “Principal Office” 2.4 “Proceeding” 8.2(a) “Regulatory Allocations” 12.3 “Related Companies” 8.5(c) “Representatives” 19.2(a)(i) “Reorganized Corporation” 20.1(a) “Sale Notice” 9.7(a) “Sale Transaction Documents” 9.6(b)(ii) “Secretary” 7.7 “Selling Members” 9.6(a) “Tag-Along Sellers” 9.7(a) “Tag-Along Transaction Documents” 9.7(c) “Tax Matters Member” 10.5 “Taxing Authority” 13.4 “Third Party Purchaser” Definition of “Sale Transaction” “Transfer Notice” 9.2 “Transfer Notice Recipients” 9.2 “Treasurer” 7.8 confidential confidential

-10- NY 72934447v9 Defined Term Location “Units” 5.1 “Vice Presidents” 7.6 1.2 Rules of Construction. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply: (a) All references in this Agreement to Articles, Sections, clauses, parts, Schedules and Exhibits shall be deemed to refer to Articles, Sections, clauses, parts, Schedules and Exhibits to, or contained in, this Agreement. (b) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. (c) The words “include,” includes” and “including,” when used herein shall be deemed in each case to be followed by the words “without limitation” (regardless of whether such words or similar words actually appear). (d) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. (e) Any reference in this Agreement to “$” or “dollars” shall mean United States dollars. (f) Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. (g) The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. Article 2 GENERAL 2.1 Continuation of the Company; Limited Liability Company Agreement; Resignation of Managing Member. The Members agree to continue the Company as a limited liability company under and pursuant to the provisions of the Act, and agree that this Agreement (a) constitutes the “limited liability company agreement” of the Company within the meaning of Section 18-101(7) of the Act, (b) shall be effective as of the date hereof (the “Effective Date”) and (c) shall govern the rights, duties and obligations of the Members, except as otherwise expressly required by the Act. Upon the effectiveness of this Agreement on the Effective Date, the Managing Member (as such term is defined in the Initial LLC Agreement) shall automatically and without further action on the part of (or notice provided to) any Person be confidential confidential

-11- NY 72934447v9 deemed to have resigned and withdrawn as a member of the Company and as the Managing Member of the Company. 2.2 Name. The name of the Company shall be, and the business of the Company shall be conducted under the name of, “Neff Holdings LLC” or under such other name or names as the Board may determine from time to time. 2.3 Term. The term of the Company commenced on May 12, 2010 and shall continue perpetually until a certificate of cancellation with respect to the Certificate of Formation shall be filed with the Delaware Secretary of State and become effective, and the Company is dissolved in accordance with Article 15. 2.4 Business Offices. The location of the principal place of business of the Company shall be such place as the Board may from time to time determine (the “Principal Office”). The Company may have one or more offices at such place or places, either within or outside the State of Delaware, as the Board may from time to time determine or as the business of the Company may require. 2.5 Registered Office and Agent. The Company’s registered agent and registered office in the State of Delaware is The Corporation Trust Company, located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. At any time and from time to time, the Board may change the Company’s registered agent and registered office in the State of Delaware. 2.6 Qualification in Other Jurisdictions. The Board shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which such qualification, formation or registration is required or desirable. Any officer or other authorized person of the Company, each as duly authorized by the Board, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. 2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement (except for tax purposes as set forth in the next sentence of this Section 2.7), and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that, to the extent an election described in the next sentence is not made, the Company shall, for United States federal and, if applicable, state and local income tax purposes, be disregarded as an entity separate from its sole owner in respect of all taxable periods for which there is only one owner of the Company for U.S. federal income tax purposes, and be treated as a partnership in respect of all other taxable periods, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment, except as otherwise required by law. Without the prior written consent of the Majority Members, the Company shall not make an election to be treated as a corporation for federal income tax purposes pursuant to confidential confidential

-12- NY 72934447v9 Treasury Regulations Section 301.7701-3 (or any successor regulation or provision) or, to the extent applicable, state or local income tax purposes. Article 3 PURPOSE OF THE BUSINESS The purpose and character of the business of the Company shall be to undertake and carry on any lawful business, purpose or activity for which limited liability companies may be formed under the Act, and engaging in any and all activities necessary, advisable, convenient or incidental thereto. Article 4 MEMBERS; MEETINGS 4.1 Members. The name of each Member, its address, contact information, Capital Contributions, and class and number of Units held are listed on Schedule A attached hereto. Notwithstanding the provisions of Article 16, Schedule A shall be amended from time to time by the Board, without requiring the consent of any Member, to reflect the change in any of the information contained therein (including the withdrawal of one or more Members, the admission of one or more additional Members, additional Capital Contributions, forfeitures of Units, and Transfers or the issuance of additional Units) only to the extent that the actions resulting in such changes were taken pursuant to, and in accordance with, the terms and conditions of this Agreement, and, if applicable, the Management Equity Plan and any Award Agreement, and that any required consents of the Members to such actions, if any, were obtained. The Company will, upon each amendment to Schedule A, provide the Members with a copy of such amended Schedule A. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A, as amended, supplemented or otherwise modified and in effect from time to time. 4.2 Substituted Members and Additional Members. (a) In connection with a Permitted Transfer, the Transferee of the Units subject to such Permitted Transfer shall become a substitute Member, effective on the date of such Transfer (which effective date shall not be earlier than the date of compliance with or waiver of the conditions to such Transfer), entitled to all of the rights, and subject to all of the obligations and restrictions, of the transferor Member to the extent of the Units so Transferred. Upon the substitution of a transferee Member, Schedule A shall be amended by the Company to reflect the substitution of such transferee Member. Any duly substituted Member shall be considered a “Member” for all purposes of this Agreement. Notwithstanding the requirement that substituted Members execute a Joinder Agreement, this Agreement shall bind all holders of Units, regardless of whether any such holder executes this Agreement or a Joinder Agreement. (b) Subject to the provisions of this Agreement, the Board may, from time to time in its sole discretion (and without the requirement of any consent or approval of any Member), admit additional Persons as Members and issue to such Persons Units on such terms and conditions (including the Capital Contributions required, the number of Units to be issued and, if applicable, the vesting schedule of such Units and any forfeiture provisions applicable thereto) as the Board shall determine in its sole discretion. The admission of an additional Member to the Company, and the issuance to such Person by confidential confidential

-13- NY 72934447v9 the Company of Units in connection with such admission as a Member, shall be subject to the satisfaction of the following conditions: (i) such additional Member shall have become a party to this Agreement by executing and delivering to the Company a Joinder Agreement (duly completed) and such other written documentation as the Board may require in connection with such admission and issuance, (ii) such issuance of Units shall not require the Company to register its Units under the Exchange Act (as a result of the number of holders of Units or otherwise), unless, at the time of such issuance, the Company is already subject to the reporting obligations under Section 13 or Section 15(d) of the Exchange Act, (iii) the compliance with all applicable laws and regulations (including securities laws) relating to such admission and issuance, (iv) such issuance of Units shall not cause the Company to be treated as an association taxable as a corporation or as a “publicly traded partnership” for federal income tax purposes and (v) such issuance of Units shall not cause the Company to be required to register as an “investment company” under the Investment Company Act. Upon the admission of a new Member, Schedule A shall be amended by the Company to reflect the addition of such new Member. Any duly admitted new Member shall be considered a “Member” for all purposes of this Agreement. Notwithstanding the requirement that additional Members execute a Joinder Agreement, this Agreement shall bind all holders of Units, regardless of whether any such holder executes this Agreement or a Joinder Agreement. 4.3 Member Meetings. (a) Meetings. Meetings of the Members may be called for any purpose at any time by the Board or the Majority Members. Anything in this Agreement to the contrary notwithstanding, no regular, special or other meetings of the Members are required to be held. (b) Place of Meetings. Member meetings may be held (i) at any place within or outside the State of Delaware designated by the Board or the Majority Members, and/or (ii) if the Board or the Majority Members so determine, by means of remote communication. In the absence of any other designation by the Board or the Majority Members, Member meetings shall be held at the Principal Office. (c) Notice of Meetings. Not less than two (2) or more than thirty (30) days prior to any Member meeting, notice of the place, if any, the purpose and the date and time of such meeting shall be delivered by the Secretary to each Member entitled to vote at such meeting in accordance with Section 18.6. Presence of a Member (in person, or by duly authorized proxy) at a meeting shall constitute waiver of notice by such Member, except where a Member (in person, or by duly authorized proxy) participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and does not at such meeting vote for or assent to action taken at such meeting. (d) Quorum. The holders of Units representing a majority of the voting power of the then-issued and outstanding Units entitled to vote on a matter to be presented at a Member meeting, either present in person or represented by proxy, shall constitute a confidential confidential

-14- NY 72934447v9 quorum with respect to action on such matter, and action may be taken with respect to any matter presented at the meeting only if a quorum exists with respect to such matter. (e) Voting. Every holder of record of Units entitled to vote on any matter to be presented at a Member meeting shall be entitled, with respect to such matter, to one (1) vote for each Unit held of record by such Member on the record date designated for such meeting. Whenever any action is to be taken by vote of the Members, such action shall be authorized by the affirmative vote of holders of a majority of the Units present in person or represented by proxy and entitled to vote with respect to such action at a Member meeting at which a quorum is present, unless the express provisions of this Agreement require a different vote, in which case such express provisions shall govern and control. (f) Adjournment. Notwithstanding any other provision of this Agreement, any Member meeting may be adjourned by announcement of the chairman of the meeting or by affirmative vote of the holders of Units representing a majority of the voting power of the then-issued and outstanding Units that are present in person or represented by proxy at such meeting and are entitled to vote on one or more matters to be presented at such meeting. Notice of an adjournment need not be given to the Members of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting. However, if the adjournment is for more than thirty (30) days from the date of the original meeting, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at such adjourned meeting. (g) Record Date. Unless otherwise determined by the Board, the date on which notice of a Member meeting is delivered shall be the record date for the determination of Members entitled to notice of or to vote at such meeting (including any adjournment thereof). The record date for determining Members entitled to express consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company. (h) Proxies. Each Member may authorize another Person or Persons to act for him, her or it by proxy by an instrument executed in writing and delivered to the Company in accordance with Section 18.6 before or at the time of the meeting or execution of a written consent, as the case may be. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one such Person is present, then such powers may be exercised by that Person; or if an even number of such Persons attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the Units that are the subject of such proxy are to be voted with respect to such issue. The appointment of a confidential confidential

-15- NY 72934447v9 proxy shall be effective for eleven (11) months from the date of such appointment unless a different period is expressly specified in the appointment form. A proxy may only be voted or acted upon by its holder in accordance with written instructions of the Member granting such proxy. Except as otherwise limited therein, proxies shall entitle the individuals authorized to vote at a meeting thereby to vote at any adjournment of such meeting. A proxy purporting to be executed by or on behalf of a Member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Subject to the above, any proxy may be revoked if an instrument revoking it or a proxy bearing a later date is delivered to the Company in accordance with Section 18.6. (i) Conduct of Member Meetings. The Chairman or, in the Chairman’s absence, the Chief Executive Officer (or, in the Chief Executive Officer’s absence, any Vice President) shall call meetings of the Members to order and act as chairperson of such meetings. In the absence of said officers, any Member entitled to vote at the meeting, or any proxy of any such Member, may call the meeting to order and a chairperson shall be elected by the affirmative vote of holders of a majority of the Units present in person or represented by proxy and entitled to vote on any matter to be presented at such meeting. The Secretary or any Assistant Secretary or any person appointed by the chairperson at any meeting of the Members may act as secretary of such meeting. The chairperson of any Member meeting shall determine the order of business and the procedure at such meeting, including such regulation of the manner of voting and the conduct of discussion. (j) Action by Written Consent. Notwithstanding anything contained in this Agreement to the contrary, any action required or permitted by applicable law to be taken at any Member meeting may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members holding Units representing not less than the minimum voting power that would be necessary to authorize or take such action at a meeting at which all the Members entitled to vote thereon were present and voted and shall be delivered to the Company in accordance with Section 18.6. An action by written consent of the Members shall become effective as of the time the last written consent necessary to effect the contemplated action is received by the Company, unless all consents necessary to effect the contemplated action specify a later time, in which case the later time shall be the effective time of such action. (k) Meetings by Remote Communication. One or more, or all, Members may participate in any meeting of the Members through the use of any means of remote communication by which all persons participating can hear each other at the same time. Any Member participating in a meeting by any such means of remote communication is deemed to be present in person at such meeting, except as set forth in Section 4.3(c). 4.4 Authority of the Members. (a) Notwithstanding Section 18-402 of the Act, except as expressly authorized in writing by the Board or this Agreement, no Member, nor any officer, employee or confidential confidential

-16- NY 72934447v9 agent of any Member, as such, shall have the authority or power to manage the Company or to act for the Company for any purpose, or to engage in any transaction, make any commitment, enter into any contract or incur any obligation or responsibility (whether as principal, surety or agent) on behalf of, or in the name of, the Company, or bind the Company, or hold itself out to any third party as acting for or on behalf of the Company, all such powers being vested in the Board. To the fullest extent permitted by applicable law, any attempted action in contravention of this Section 4.4 shall be null and void ab initio and not binding upon the Company. The Company shall not be responsible or liable for any indebtedness or obligation of any Member incurred or arising either before or after the Effective Date. (b) Except for the Tax Matters Member acting, subject to the terms hereof, in its capacity as such, no Member shall have any authority to bind, to act for, to execute any document or instrument on behalf of or to assume any obligation or responsibility on behalf of, any other Member. No Member shall, by virtue of being a Member, be responsible or liable for any indebtedness or obligation of any other Member incurred or arising either before or after the Effective Date. 4.5 Limitation on Liability. Except as otherwise provided by applicable law, the debts, obligations and liabilities of the Company, whether arising under contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. The immediately preceding sentence shall constitute a compromise to which all the Members have consented within the meaning of the Act. Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Act shall not be grounds for imposing personal liability on a Covered Person. Article 5 CAPITAL STRUCTURE 5.1 Units. The Interests shall be issued in unit increments (each, a “Unit” and, collectively, the “Units”). The Units shall be divided into the following two classes: (a) Class A Voting Common Units (the “Class A Units”) and (b) Class B Limited Voting Common Units (the “Class B Units”). The rights and privileges associated with the Units are as set forth in this Agreement and, in the case of the Class B Units, in the Management Equity Plan and any applicable Award Agreement. References herein to the Units shall apply to units or other interests of the Company issued to Members in exchange for or in respect of the Units, including by unit split, unit dividend, distribution, exercise of options or warrants or equivalent transactions, or otherwise whether by merger, consolidation or similar transaction (including shares or interests of a surviving corporation or other entity or successor into which units or interests of the Company are exchanged). 5.2 Issuance of Units. (a) On the Effective Date, the Company is authorized, empowered and directed to issue each of the Units to be issued by the Company as contemplated by the Plan of Reorganization (including all Units to be issued under the Backstop Unit Purchase confidential confidential

-17- NY 72934447v9 Agreement and the Purchase Agreement, and in connection with the Rights Offering (as each such term is defined in the Plan of Reorganization)). (b) The Board may from time to time cause the Company to issue and/or create and issue additional Units (of existing or new classes or series) or other equity or equity-based securities of the Company (including creating additional classes or series thereof having such powers, designations, preferences and rights as may be determined by the Board in its sole discretion). Such Units or other equity or equity-based securities may be issued for any amount and form of consideration as the Board may determine, including cash or other property, tangible or intangible, received or to be received by the Company or any of its Subsidiaries, or services rendered or to be rendered to the Company or any of its Subsidiaries. In connection with the foregoing, the Board shall have the power to make such amendments to this Agreement in order to provide for such other additional Units or equity or equity-based securities, and such powers, designations and preferences and rights as the Board in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance, subject to Section 16.1. (c) Notwithstanding anything herein to the contrary, the Company shall not issue non-voting equity securities of any class, series or other designation to the extent prohibited by Section 1123(a)(6) of the Bankruptcy Code; provided, however, that the foregoing restriction (i) shall have no further force and effect beyond that required under Section 1123(a)(6) of the Bankruptcy Code, (ii) shall only have such force and effect to the extent and for so long as such Section 1123(a)(6) is in effect and applies to the Company and (iii) may be amended or eliminated in accordance with applicable law as from time to time may be in effect. (d) The Company may issue Class B Units from time to time pursuant to grants to Management Holders under the terms of the Management Equity Plan; provided that no Units other than Class B Units can be designated as incentives under the Management Equity Plan. In addition to the terms and conditions set forth in this Agreement that are applicable to the Class B Units, the Class B Units shall be subject to all of the terms and conditions set forth in the Management Equity Plan and/or the applicable Award Agreement, including any terms relating to vesting and forfeiture, repurchase rights of the Company and restrictions on Transfer. (e) The Members and the Company agree that in the event of any conflict or inconsistency between the terms of the Management Equity Plan or any Award Agreement and this Agreement, the terms of this Agreement shall control; provided, however, that the Management Equity Plan or any Award Agreement may impose greater restrictions and/or grant lesser rights than this Agreement. (f) In the event that the Company issues any Class B Units that are not vested under the terms of the Management Equity Plan and/or the applicable Award Agreement, then, notwithstanding anything to the contrary herein, the Board may cause the Company to retain and not distribute to the holder of such Class B Units, amounts that otherwise would be distributed to such holder in respect of such non-vested Class B Units pursuant to Article 13; provided, however, that any amounts so retained and not distributed shall confidential confidential

-18- NY 72934447v9 nevertheless be treated as having been distributed for all other purposes of this Agreement, including the allocation of Profits and Losses under Article 12. Any such amounts retained by the Company shall be distributed to the applicable holder of Class B Units as soon as reasonably practical after the applicable Class B Units have vested. Further, to the extent that, in a given taxable year taxable income has been allocated to the Class B Units pursuant to Article 12, the Board, in its sole discretion, may cause the Company to make loans to the applicable holder of Class B Units in amounts intended to enable such holder to discharge such holder’s United States federal, state and local income tax liability in respect of its allocable share of the Company’s taxable income for such taxable year. Any such loans shall be on terms acceptable to the Company. 5.3 Certificated Units. If the Board so elects, the Units shall be certificated in such form as the Board may from time to time determine. Such certificates shall be signed by both of (a) either the Chairman or a Vice Chairman, or the Chief Executive Officer or a Vice President, and (b) either the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may, but need not, be sealed with the seal of the Company; provided, however, that where any such certificate is signed or countersigned by a transfer agent or registrar, the signatures of such officers of the Company may be in facsimile form. In case any officer of the Company who shall have signed, or whose facsimile signature shall have been placed on, any certificate evidencing Units shall cease for any reason to be such officer before such certificate shall have been issued or delivered by the Company, such certificate may nevertheless be issued and delivered by the Company as though the person who signed such certificate, or whose facsimile signature shall have been placed thereon, had not ceased to be such officer of the Company. 5.4 Voting Rights. (a) Except as otherwise provided by applicable law or this Agreement, the holders of Class A Units (in their capacity as such) shall have the right to elect the managers to serve on the Board and shall have full voting rights and powers to vote on all matters submitted to the Members for approval, and each holder of Class A Units shall be entitled to one (1) vote for each Class A Unit held of record by such holder on any matter submitted to the Members for approval. (b) Except as provided in Section 15.1(a), Section 16.1(b), and Section 20.1(a) or as otherwise provided by non-waivable provisions of applicable law, the holders of Class B Units (in their capacity as such) shall have no right to vote on any matter submitted to the Members for vote, consent or approval, and the Class B Units shall not be included in determining the number of Units voting or entitled to vote on such matters (including for purposes of determining whether a quorum is present at any meeting of the Members or whether the requisite number of Member consents have been received for purposes of determining whether an action has been properly authorized by written consent of the Members). (c) On each matter for which all Members holding Units vote as a single class, each Member shall be entitled to one (1) vote on such matter for each Unit held of record by such Member. confidential confidential

-19- NY 72934447v9 (d) Except as this Agreement expressly provides otherwise or as otherwise expressly required by non-waivable provisions of applicable law, no holders of Units shall be entitled to any voting rights, and any action which would otherwise be subject to the vote or consent of Members under the Act may be taken by the Company by approval of the Board. 5.5 Record. The Company shall keep and maintain a record of the name of each Person holding Units represented by a certificate, the number of Units represented by each such certificate, the date thereof, any Transfer thereof and, in the case of cancellation, the date of cancellation thereof. The Person in whose name Units stand on the books of the Company shall be deemed the owner thereof, and thus a holder of record of such Units, for all purposes as regards the Company. 5.6 No Appraisal Rights. The Members agree that no appraisal rights, dissenter’s rights or other similar rights shall be available with respect to the Units, and waive all such rights, in connection with any amendment of this Agreement or the Certificate of Formation, any merger or consolidation in which the Company is a constituent party, any conversion of the Company to another business form, any transfer to or domestication in any jurisdiction by the Company or the sale of all or substantially all of the Company’s assets or otherwise. 5.7 Lost, Destroyed or Mutilated Certificates. Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Units, and in the case of any such loss, theft or destruction upon receipt of indemnity reasonably satisfactory to the Company, or, in the case of any such mutilation upon surrender of such certificate, the Company will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Units represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. Article 6 MANAGEMENT; OPERATION OF THE COMPANY BUSINESS 6.1 Management of the Company. (a) Subject to the terms and conditions of this Agreement, the business and affairs of the Company shall be managed by the board of managers of the Company (the “Board”), which shall direct, manage and control the business of the Company. Except where the approval of the Members is expressly required by this Agreement or by non-waivable provisions of the Act, the Board shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Board or any additional powers provided by applicable law. Any reference in this Agreement to (i) a manager shall mean and be a reference to (ii) a member of the Board, and vice versa. Each manager shall possess and may enjoy and exercise all of the rights and powers of a “manager” as provided in the Act, and each manager shall be a “manager” as provided in the Act; provided, however, that no individual manager shall have the authority to act for or bind the Company without the requisite consent of the Board. Except for the Tax Matters Member acting, subject to the terms confidential confidential

-20- NY 72934447v9 hereof, in its capacity as such, no Member shall have any right, power or authority to act (as agent or otherwise) for, or to bind, the Company in any manner. (b) The Members shall not have voting rights with respect to the management of the Company and, except as expressly provided for in this Agreement or expressly required by non-waivable provisions of applicable law, shall not be entitled to vote on or consent to or approve or disapprove actions or decisions regarding the Company. 6.2 Board. (a) The Board shall consist of five (5) managers, comprising four (4) managers elected by the Majority Members by vote or written consent and one (1) manager who is the individual that then serves as the Chief Executive Officer of the Company. Managers must be natural persons at least eighteen (18) years of age but need not be Members, residents of the State of Delaware or citizens of the United States. The number of managers on the Board may be changed from time to time by resolution of the Board. (b) Each manager shall serve and hold office until his or her respective successor shall have been approved and qualified, or until his or her earlier death, incapacity, resignation or removal. 6.3 Regular Meetings. Regular meetings of the Board shall be held at such time or times as may be determined by the Board and specified in the notice of such meetings. 6.4 Special Meetings. Special meetings of the Board may be called by the Chairman, or shall be called by the Chairman on the written request of any two (2) managers. 6.5 Place of Meetings. Any meeting of the Board may be held at such place or places as shall from time to time be determined by the Board and as shall be designated in the notice of the meeting. If no other place is designated in the notice of the meeting, such meeting shall be held at the Principal Office. 6.6 Notice of Meetings. Notwithstanding Section 18.6, notice of each meeting of the Board, whether regular or special, shall be given to each manager (unless such notice is waived by such manager as provided in Section 6.10) (a) if such notice is sent by overnight delivery, at least two (2) Business Days prior to such meeting or, (b) if such notice is sent by electronic mail or facsimile, at least one (1) day prior to such meeting. Any such notice shall be sent to each manager at such manager’s usual or last known business or residence address, business facsimile number or electronic mail address, as applicable. The notice shall state the date and time of the meeting, but need not state the purposes of such meeting. 6.7 Meetings by Remote Communication. One or more, or all, members of the Board or any committee designated by the Board may participate in a meeting of the Board or such committee through the use of any means of remote communication by which all persons participating can hear each other at the same time. Any manager or committee member participating in a meeting by any such means of remote communication is deemed to be present in person at such meeting, except as set forth in Section 6.10. 6.8 Quorum; Acts of Managers. A majority of the number of managers fixed by or in accordance with Section 6.2 that are entitled to vote shall constitute a quorum at all meetings of confidential confidential

-21- NY 72934447v9 the Board. The vote of a majority of the managers present and entitled to vote at a meeting of the Board at which a quorum is present shall be the act of the Board, unless the express provisions of this Agreement require a different vote, in which case such express provisions shall govern and control. In the absence of a quorum at any such meeting, a majority of the managers present and entitled to vote may adjourn the meeting from time to time without further notice, other than announcement at the meeting, until a quorum shall be present. Decisions of the Board shall be decisions of the “manager” for all purposes of the Act. 6.9 Organization, Agenda and Procedures. The managers shall choose a Chairman to preside over the meetings of the Board. The Secretary, any Assistant Secretary, or any other person appointed by the Chairman shall act as secretary of each meeting of the Board. The agenda of and procedure for such meetings shall be as determined by the Board. 6.10 Waiver of Notice. A manager may waive any notice of a meeting of the Board, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. Any such waiver shall be in writing, be signed by the manager entitled to the notice, and be delivered to the Company in accordance with Section 18.6, but such delivery shall not be a condition of the effectiveness of the waiver. Attendance or participation by a manager at a meeting of the Board, (a) shall be deemed a waiver of objection to lack of required notice or defective notice of the meeting, unless the manager, at the beginning of the meeting or promptly upon his or her later arrival, expressly objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice, and does not thereafter vote for or assent to action taken at the meeting, and (b) shall be deemed a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, or this Agreement, unless the manager expressly objects to considering the matter when it is presented and does not thereafter vote for or assent to action taken at the meeting with respect to such matter. 6.11 Managers’ Action By Written Consent. Any action required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting, without prior notice and without a vote if a consent in writing is signed by the managers or committee members (as applicable) holding not less than a majority of the total votes that would be entitled to be cast by the managers or committee members (as applicable) at a meeting of the Board or such committee at which all managers or committee members (as applicable) were present and voted, and the writing or writings are filed with the minutes of proceedings of the Board or any such committee. A written consent of the Board or any committee thereof, with respect to an action of the Board or such committee, shall become effective when the written consent to such action has been signed by the requisite number of managers or committee members (as the case may be) and delivered to the Company in accordance with Section 18.6, unless before such time the Company has received a written revocation of the consent of any other manager or committee member (as the case may be) so that consent from the requisite number of managers or committee members (as the case may be) with respect to such action is no longer delivered to the Company, and any action taken by written consent shall be effective as of the time such written consent is effective, unless the managers or committee members (as the case may be) specify a different effective time in such written consent. confidential confidential

-22- NY 72934447v9 6.12 Removal. Except as otherwise provided by this Agreement, any manager may be removed at any time, with or without cause, upon the affirmative vote of the Majority Members. If the Board, by majority vote, for any reason terminates the employment of the Chief Executive Officer, such terminated Chief Executive Officer will automatically cease to be a member of the Board (or any committee thereof) or any member of any Subsidiary Governing Body. 6.13 Resignation. Any manager of the Company may resign at any time by giving written notice of such manager’s resignation to the Company in accordance with Section 18.6. Such resignation shall take effect at the date of delivery of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation by the Company shall not be necessary to make it effective. 6.14 Vacancies. Any vacancy in the Board resulting from a manager’s (other than the Chief Executive Officer’s) death, incapacity, resignation, retirement, disqualification, removal from office, or other cause, shall be filled within ninety (90) days by approval of the Majority Members. Any vacancy in the Board resulting from the Chief Executive Officer’s death, incapacity, resignation, retirement, disqualification, removal from office, or other cause, shall be filled by the individual that assumes the position of Chief Executive Officer. 6.15 Committees. The Board, by resolution adopted by a majority of the number of managers fixed by or in accordance with Section 6.2, may from time to time designate from among the managers one or more committees. The Board shall designate a chairperson of each such committee from among its members. Each such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board in the management of the Company. Any or all members of any such committee may be removed, with or without cause, by resolution of the Board. Rules governing the procedures for meetings of each committee designated by the Board, shall be as established by the Board from time to time. 6.16 Compensation of Managers. Each manager and committee member who is not employed by Wayzata, the Company or any of the Company’s Subsidiaries shall be paid such amount per annum or such fixed sum reasonably determined by the Board from time to time to be market-rate compensation for attendance at meetings of the Board or any committee of the Board. Each manager and committee member shall be reimbursed for the reasonable and necessary expenses incurred by such manager or committee member in connection with the performance of such manager’s or committee member’s duties (including expenses incurred in attending meetings of the Board or any committee of the Board). Nothing herein contained shall be construed to preclude any manager or committee member from serving the Company in any other capacity or any of its Subsidiaries in any other capacity and receiving proper compensation therefor. Article 7 OFFICERS; POWERS OF OFFICERS. 7.1 Election and Tenure. The officers of the Company shall consist of the Chairman, the Chief Executive Officer, the Chief Financial Officer, a Secretary and a Treasurer, each of whom shall be appointed annually by the Board. The persons initially holding these positions are listed on Schedule B attached hereto. The Board may also designate and appoint such other confidential confidential

-23- NY 72934447v9 officers and assistant officers as may be deemed necessary or advisable. The Board may expressly delegate to any such officer the power to appoint or remove subordinate officers, agents or employees. Any two or more offices may be held by the same person. Each officer so appointed shall continue in office until a successor shall be appointed and shall qualify, or until the officer’s earlier death, resignation or removal. Each officer shall be a natural person who is eighteen (18) years of age or older. 7.2 Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice of resignation to the Company, to the attention of the Board or the Chief Executive Officer. Such resignation shall take effect when the notice is delivered in accordance with Section 18.6 unless the notice specifies a later date, and acceptance of the resignation shall not be necessary to render such resignation effective unless such resignation so states. Any officer may at any time be removed by the affirmative vote of a majority of the number of managers fixed by or in accordance with Section 6.2. If any office becomes vacant for any reason, the vacancy may be filled by the Board. An officer appointed to fill a vacancy shall be appointed for the unexpired term of such officer’s predecessor in office and shall continue in office until a successor shall be elected or appointed and shall qualify, or until such officer’s earlier death, resignation or removal. The appointment of an officer shall not itself create contract rights in favor of the officer, and the removal of an officer shall not affect the officer’s contract rights, if any, with the Company, and the resignation of an officer does not affect the Company’s contract rights, if any, with the officer. 7.3 Chairman. The chairman of the Board (the “Chairman”) shall preside over the meetings of the Board and have such powers and responsibilities as are incident thereto. However, the Chairman shall not have responsibility for the day-to-day business operations of the Company. The Chairman shall be a manager. 7.4 Chief Executive Officer. The chief executive officer of the Company (the “Chief Executive Officer”) shall (a) preside at meetings of the Members, if any, (b) have general and active management of the business of the Company, and preside over the day-to-day business operations of the Company, (c) see that all orders and resolutions of the Board are carried into effect, and (d) perform all duties as may from time to time be assigned by the Board. 7.5 Chief Financial Officer. The chief financial officer of the Company (the “Chief Financial Officer”) shall perform such duties and shall have such powers as may from time to time be assigned by the Board or the Chief Executive Officer, and shall perform such duties and have such powers and responsibilities as are incident to the office of Chief Financial Officer. In addition, the Chief Financial Officer shall have, along with the Chief Executive Officer, responsibility for the day-to-day business operations of the Company. 7.6 Vice Presidents. The vice presidents of the Company (the “Vice Presidents”), if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board or the Chief Executive Officer. In the absence of the Chief Executive Officer or in the event of the inability or refusal of the Chief Executive Officer to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board, or in the absence of any designation, then in the order of the election or appointment of the Vice Presidents) shall perform the duties of the Chief Executive Officer and confidential confidential

-24- NY 72934447v9 when so performing shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. 7.7 Secretary. The secretary of the Company (the “Secretary”) shall perform such duties and shall have such powers as may from time to time be assigned by the Board or the Chief Executive Officer. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of Secretary, including the duty and power to give notice of all meetings of Members (if any), the Board and any committee of the Board, to prepare and maintain minutes of the meetings of the Members (if any) or the Board (or any committee thereof), to maintain other records and information of the Company, to authenticate records of the Company, to be custodian of the Company seal and to affix and attest to the Company seal on documents. 7.8 Treasurer. The treasurer of the Company (the “Treasurer”) shall perform such duties and shall have such powers as may from time to time be assigned by the Board or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of Treasurer, including the duty and power to keep and be responsible for all funds and securities of the Company, to deposit funds of the Company in depositories selected in accordance with this Agreement, to disburse such funds as ordered by the Board, making proper accounts thereof, and to render as required by the Board statements of all such transactions and of the financial condition of the Company. 7.9 Assistant Secretaries and Assistant Treasurers. The assistant secretaries and assistant treasurers of the Company (the “Assistant Secretaries” and the “Assistant Treasurers”), if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer or the Board. In the absence, inability or refusal to act of the Secretary or the Treasurer, the Assistant Secretaries or the Assistant Treasurers, respectively, in the order designated by the Board, or in the absence of any designation, then in the order of their election or appointment, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be. 7.10 Salaries. Officers of the Company shall be entitled to such salaries, emoluments, compensation or reimbursement as shall be fixed or allowed from time to time by the Board or in such manner as the Board shall provide. 7.11 Borrowing. No loan shall be contracted on behalf of the Company, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board or a committee designated by the Board so to act. Such authority may be general or confined to specific instances. When so authorized, an officer may (a) effect loans at any time for the Company from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the Company, and (b) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Company as security for the payment of any loans or obligations (including any guarantees) of the Company, and to that end may execute and deliver for the Company such instruments as may be necessary or proper in connection with such transaction. confidential confidential

-25- NY 72934447v9 7.12 Checks and Endorsements. All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances and other such instruments shall be signed or endorsed for the Company by such officers or agents of the Company as shall from time to time be determined by resolution of the Board, which resolution may provide for the use of facsimile signatures. 7.13 Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to the Company’s credit in such banks or other depositories as shall from time to time be determined by resolution of the Board, which resolution may specify the officers or agents of the Company who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the Company or its order. 7.14 Proxies. Unless otherwise provided by resolution adopted by the Board, the Chief Executive Officer or any Vice President: (a) may from time to time appoint one (1) or more agents of the Company, in the name and on behalf of the Company, (i) to cast the votes which the Company may be entitled to cast as the holder of stock or other securities in any other Entity whose stock or other securities may be held by the Company, at meetings of the holders of the stock or other securities of such other Entity, or (ii) to consent in writing to any action by such other Entity; (b) may instruct the person so appointed as to the manner of casting such votes or giving such consent; and (c) may execute or cause to be executed in the name and on behalf of the Company and under its Company seal, or otherwise, all such written proxies or other instruments as may be deemed necessary or proper. Article 8 EXCULPATION AND INDEMNIFICATION 8.1 Exculpation. (a) Subject to Section 8.5, but notwithstanding any other provisions of this Agreement (whether express or implied) or obligation or duty at law or in equity, to the fullest extent permitted by applicable law, no Covered Person shall be liable to another Member, the Company or any other Person (including any creditor or claimant of the Company or any of its Subsidiaries) for any losses, claims, damages or liabilities arising from any judgment or act or omission performed or omitted to be performed by a Covered Person in connection with the Company, nor shall any Covered Person be liable to any Member, the Company or any other Person for any judgment, action or inaction of any employee or other agent of the Company except, (i) in each case, to the extent that it shall have been determined by a final, non-appealable decision by a court of competent jurisdiction that any such losses, claims, damages or liabilities are attributable to such Covered Person’s (x) acts or omissions not in good faith or which involve intentional misconduct or gross negligence or (y) material breach of this Agreement, and (ii) in the case of any officer of the Company (other than the Chairman), any employee of the Company or any Executive Manager (but not any other manager), to the extent that it shall have been determined by a final, non-appealable decision by a court of competent jurisdiction that any such losses, claims, damages or liabilities (A) are attributable to such employee’s, officer’s or Executive Manager’s breach of the duty of loyalty to the confidential confidential

-26- NY 72934447v9 Company or the Members, (B) arise from a transaction in which such employee, officer or Executive Manager derived an improper personal benefit or (C) are attributable to acts or omissions of such employee, officer or Executive Manager that constitute a knowing violation of law. No amendment to or repeal of this Section 8.1 shall apply to or have any effect on the liability or alleged liability of the Covered Persons for or with respect to their acts or omissions occurring prior to such amendment or repeal. (b) In accordance with the Act and the laws of the State of Delaware, a member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such member. It is the intent of the Members that no distribution to any Member pursuant to Article 13 shall be deemed a return of money or other property paid or distributed in violation of the Act or other applicable law of the State of Delaware. The return of such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of the Act, and the Member receiving any such money or property shall not be required to return to any Person any such money or property. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make such payment, such obligation shall be the obligation of such Member and not of any other Member. (c) Except as otherwise provided by this Agreement or applicable law, no Member (in its capacity as such) or manager of the Company (other than an Executive Manager) shall be liable to the Company or any other Person for a breach of any fiduciary duty (including duties of loyalty and care) 8.2 Indemnification. (a) Subject to Section 8.5, the Company shall, to the fullest extent permitted by applicable law (as now or hereafter in effect), indemnify, defend and hold harmless each Covered Person from and against any losses, claims, expenses, damages and liabilities (collectively, “Damages”) suffered or incurred by, imposed on, or to which such Covered Person may become subject (i) in connection with any matter arising out of or in connection with the Company’s business or affairs, (ii) by reason of the fact that such Covered Person is serving or has served in one or more of the capacities set forth in the definition of “Covered Person” or (iii) by reason of the fact that such Covered Person, or a Person of whom such Covered Person is the legal representative, is or was serving as a manager, officer, member, employee or agent or in any other capacity at the request of the Company, for any other corporation, company, partnership, joint venture, trust, employee benefit plan or other Entity (an “Other Entity”); provided that no right of indemnification shall be available to a Covered Person under this Article 8 (i) to the extent that it shall have been determined by a final, non-appealable decision by a court of competent jurisdiction that any such Damages are attributable to such Covered Person’s (x) acts or omissions not in good faith or which involve intentional misconduct or gross negligence or (y) material breach of this Agreement, and (ii) in the case of any officer of the Company (other than the Chairman), any employee of the Company or any Executive Manager (but not any other manager), to the extent that it shall have been determined by a final, non-appealable decision by a court of competent jurisdiction that any such confidential confidential

-27- NY 72934447v9 Damages (A) are attributable to such employee’s, officer’s or Executive Manager’s breach of the duty of loyalty to the Company or the Members, (B) arise from a transaction in which such employee, officer or Executive Manager derived an improper personal benefit or (C) are attributable to acts or omissions of such employee, officer or Executive Manager that constitute a knowing violation of law. If a Covered Person is or was made, or threatened to be made, a party to any threatened, pending or completed action, proceeding or investigation (a “Proceeding”), whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor, (1) in connection with any matter arising out of or in connection with the Company’s business or affairs, (2) by reason of the fact that such Covered Person is serving or has served in one or more of the capacities set forth in the definition of “Covered Person” or (3) by reason of the fact that such Covered Person, or a Person of whom such Covered Person is the legal representative, is or was serving as a manager, officer, member, employee or agent or in any other capacity at the request of the Company, for any Other Entity, the Company shall pay such Covered Person for such Covered Person’s legal and other expenses (including legal and other professional fees and disbursements, and the cost of any investigation and preparation) incurred in connection therewith in advance of the final disposition of such Proceeding; provided, that such Covered Person shall promptly repay to the Company the amount of any such expenses paid to it if it shall be determined by a final, non-appealable decision by a court of competent jurisdiction that such Covered Person is not entitled to be indemnified by the Company in connection with such Proceeding as provided in the proviso contained in the immediately preceding sentence. If for any reason the foregoing indemnification is unavailable to a Covered Person, or is insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Covered Person as a result of the applicable Damages in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Covered Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. No amendment or repeal of any part of this Section 8.2 shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal. (b) The rights to indemnification and reimbursement and advancement of expenses provided by, or granted pursuant to, this Section 8.2 shall not be deemed exclusive of any other rights to which a Covered Person seeking indemnification or reimbursement or advancement of expenses may have or hereafter be entitled under any statute, this Agreement, any other agreement (including any policy of insurance purchased or provided by the Company under which any Covered Person is covered), any vote of the Members or managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. (c) The rights to indemnification and reimbursement and advancement of expenses provided by, or granted pursuant to, this Section 8.2 shall inure to the benefit of the successors, heirs, executors and administrators of a Covered Person. confidential confidential

-28- NY 72934447v9 (d) The Company shall have the power to purchase and maintain insurance on behalf of any Covered Person to protect such Covered Person against any Damages, whether or not the Company would have the power to indemnify such Covered Person against any such Damages under the provisions of this Section 8.2 or under any provision of law. (e) Any Covered Person serving in any capacity in (i) an Other Entity of which a majority of the stock or other interests entitled to vote in the election of its directors or managers (or similar persons) is held, directly or indirectly, by the Company or (ii) any employee benefit plan of the Company or any Other Entity referred to in clause (i) shall be deemed to be doing so at the request of the Company. 8.3 No Member Liability. Any indemnification or reimbursement or advancement of expenses provided under this Article 8 shall be satisfied solely out of assets of the Company, as an expense of the Company. No Member shall be subject to personal liability by reason of the indemnification or reimbursement or advancement of expenses provisions set forth in this Article 8. 8.4 Settlements. The Company shall not be liable for any settlement by a Covered Person of any Proceeding effected without its written consent, but if settled with such written consent, or if there is a final judgment against such Covered Person in any such Proceeding, the Company agrees to indemnify and hold harmless such Covered Person to the extent provided above from and against any Damages by reason of such settlement or judgment. 8.5 Business Opportunities. (a) The Company and each Member acknowledge that each Member (who is not also an employee or officer of the Company or any of its Subsidiaries (other than the Chairman)), each member of the Board or any committee thereof (other than an Executive Manager), each member of any Subsidiary Governing Body (other than an Executive Manager), and the respective Affiliates, managers, directors, principals, officers, employees and/or other representatives of each such Member, member of the Board (or committee thereof) or member of any Subsidiary Governing Body who is not (in any such case) also an employee or officer of the Company or any of its Subsidiaries (other than the Chairman) (the foregoing Persons being referred to, collectively, as “Identified Persons” and, each individually, as an “Identified Person”) may now engage, may continue to engage, or may, in the future, decide to engage, in the same or similar activities or lines of business as those in which the Company or any of its Affiliates, directly or indirectly, now engage or may engage and/or other business activities that overlap with, are complementary to, or compete with those in which the Company or any of its Affiliates, directly or indirectly, now engage or may engage (any such activity or line of business, an “Opportunity”). No Identified Person shall have any duty to refrain, directly or indirectly, from (i) engaging in any Opportunity or (ii) otherwise competing with the Company or any of its Affiliates. No Identified Person shall have any duty or obligation to refer or offer to the Company or any of its Affiliates any Opportunity, and the Company hereby renounces any interest or expectancy of the Company in, or in being offered, an opportunity to participate in any Opportunity which may be a corporate (or analogous) or business opportunity for the Company or any of its Affiliates. confidential confidential

-29- NY 72934447v9 (b) In the event that any Identified Person acquires knowledge of a potential transaction or other corporate (or analogous) or business opportunity which may be an Opportunity for the Company or any of its Affiliates, such Identified Person shall have no duty to communicate or offer such Opportunity to the Company or any of its Affiliates and shall not be liable to the Company or its Members for breach of any purported fiduciary duty solely by reason of the fact that such Identified Person pursues or acquires such Opportunity for itself, or offers or directs such Opportunity to another Person (including any Affiliate of such Identified Person). (c) The Company and each Member (i) acknowledge that the Identified Persons may now own, may continue to own, and from time to time may acquire and own, investments in one or more other Entities (such Entities, collectively, “Related Companies”) that are direct competitors of, or that otherwise may have interests that do or could conflict with those of, the Company, any of the Members or any of their respective Affiliates, and (ii) agree that (A) the enjoyment, exercise and enforcement of the rights, interests, privileges, powers and benefits granted or available to the Identified Persons under this Agreement shall not be in any manner reduced, diminished, affected or impaired, and the obligations of the Identified Persons under this Agreement shall not be in any manner augmented or increased, by reason of any act, circumstance, occurrence or event arising from or in any respect relating to (x) the ownership by an Identified Person of any interest in any Related Company, (y) the affiliation of any Related Company with an Identified Person or (z) any action taken or omitted by an Identified Person in respect of any Related Company, (B) no Identified Person is, and none shall by reason of such ownership, affiliation or action become, subject to any fiduciary duty to the Company, any of the Members or any of their respective Affiliates, (C) none of the duties imposed on an Identified Person, whether by contract or law, do or shall limit or impair the right of any Identified Person lawfully to compete with the Company, any of the Members or any of their respective Affiliates as if the Identified Persons were not a party to this Agreement and (D) the Identified Persons are not and shall not be obligated to disclose to the Company, any of the Members or any of their respective Affiliates any information related to their respective businesses or opportunities, including acquisition opportunities, or to refrain from or in any respect to be restricted in competing against the Company, any of the Members or any of their respective Affiliates in any such business or as to any such opportunities. (d) The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including the duty of loyalty and other fiduciary duties) and liabilities of an Identified Person that would otherwise exist at law or in equity, are agreed by the Members and the Company to replace, restrict or eliminate such duties and liabilities of such Identified Person (it being understood that nothing in this Agreement shall constitute an acknowledgment, admission or suggestion that any such duties exist). (e) Each Executive Manager (in its capacity as such) shall have the same fiduciary duties as those of a member of a board of directors of a corporation organized under the laws of the State of Delaware, and each employee and officer of the Company (in its capacity as such) shall have the same fiduciary duties as an employee or officer (as applicable) of a corporation organized under the laws of the State of Delaware. confidential confidential

-30- NY 72934447v9 8.6 Subrogation. In the event that any Covered Person who is or was a partner, shareholder, member, officer, director, manager, controlling person, employee, consultant, counsel, representative or agent of Wayzata is entitled to indemnification under Section 8.2 for which such Covered Person is also entitled to indemnification from Wayzata, the Company hereby agrees that its duties to indemnify such Covered Person, whether pursuant to this Agreement or otherwise, shall be primary to those of Wayzata, and to the extent that Wayzata actually indemnifies any such Covered Person, Wayzata shall be subrogated to the rights of such Covered Person against the Company for indemnification hereunder. The Company hereby acknowledges the subrogation rights of Wayzata under such circumstances and agrees to execute and deliver such further documents and/or instruments as Wayzata may reasonably request in order to evidence any such subrogation rights, whether before or after Wayzata makes any such indemnification payment. The Company shall pay any amounts due under this Section 8.6, in cash, promptly, and in any event within fifteen (15) days, upon written demand therefor from Wayzata. The Company hereby waives any right against Wayzata to indemnification, subrogation, or contribution. Furthermore, the Company expressly agrees that Wayzata is an intended third party beneficiary as to the indemnification provisions of this Agreement and shall be entitled to bring suit against the Company to enforce said provisions. 8.7 Amendments. Any amendment of this Article 8 shall not adversely affect any right or protection of a Covered Person or an Identified Person who was a Covered Person or an Identified Person, respectively, at the time of such amendment or repeal, and such rights and protections shall survive such amendment or repeal with respect to events that occurred before such amendment or repeal. Article 9 TRANSFERS 9.1 Restrictions on Transfers. (a) Each Member agrees with each other Member and the Company that such Member shall not Transfer all or any portion of the Units (or any fractional or beneficial interest therein) held by such Member (regardless of the manner in which such Member initially acquired such Units) except as expressly permitted in this Article 9 (each such permitted Transfer of Units, a “Permitted Transfer”). Any purported Transfer of Units in violation of this Agreement shall be null and void ab initio and the Company shall not recognize any such Transfer or accord to any purported Transferee any rights as a member of the Company. Any Transfer or series of Transfers of capital stock, interests or other securities of a Member to any other Person (including any Transfer by way of merger, consolidation or other business combination) such that Persons who hold a majority of the capital stock, interests or other securities of such Member immediately prior to such Transfer(s) cease to hold a majority of the capital stock, interests or other securities of such Member (or its successor) immediately following such Transfer(s) shall constitute a Transfer of Units for purposes of this Agreement. (b) From and after the Effective Date, no Member may Transfer any or all of its Units (or any fractional or beneficial interest therein) other than: (i) to a Permitted Transferee of such Member, (ii) in compliance with Section 9.6 or Section 9.7, (iii) solely confidential confidential

-31- NY 72934447v9 in the case of any Class B Units, to the Company in connection with a repurchase by the Company of such Class B Units from a Management Holder in accordance with the terms of the Management Equity Plan or the Award Agreement pursuant to which such Class B Units were issued or are subject, or (iv) with the prior written consent of the Board and the Majority Members; provided that in each such case, the Transferor and the Transferee comply in all respects with the applicable terms and conditions for such Transfer set forth or provided for herein. In addition to the restrictions on Transfer set forth in this Article 9, each Class B Unit shall be subject to such further transfer restrictions as may be set forth in the Management Equity Plan and/or the applicable Award Agreement with respect to such Class B Unit, and any Transfer of Class B Units in violation of the Management Equity Plan and/or the applicable Award Agreement shall be null and void ab initio and the Company shall not recognize any such Transfer or accord to any purported Transferee pursuant to any such Transfer any rights as a member of the Company. (c) Notwithstanding anything to the contrary herein, no Transfer of Units to a Permitted Transferee of a Member may be made unless: (i) the Transferor provides the Company with a Transfer Notice with respect to such Transfer in accordance with Section 9.2, (ii) the Board does not within the ten (10) Business Day period following the Company’s receipt of the Transfer Notice make a determination that such Transfer is not permitted by this Agreement, (iii) the certificates representing such Units bear legends as provided in Section 9.3 (for so long as such legends are applicable), and (iv) prior to the closing of such Transfer (1) the Transferee and the Transferor shall have delivered to the Company representation letters substantially in the forms attached hereto as Exhibit B (or such other forms as may be approved from time to time by the Board and available from the Company), (2) the Transferor shall have delivered to the Company a legal opinion reasonably acceptable to the Board, stating that the registration of the Units that are the subject of such proposed Transfer is not required under the Securities Act or any applicable state securities or “blue sky” laws, (3) the Transferee shall have delivered to the Company a Joinder Agreement, duly completed and executed by the Transferee and (4) the Transferee shall have executed and delivered to the Company a written undertaking, in form and substance satisfactory to the Board, that such Transferee shall remain a Permitted Transferee of the Transferor until the Company is dissolved pursuant to Section 15.1 and, if such Transferee ceases to be a Permitted Transferee of the Transferor, then such Transferee will Transfer such Units back to the Transferor. Any of the requirements set forth in the immediately preceding sentence may be waived by the Board in its sole discretion. (d) In no event shall any Member Transfer any Units to any Person that the Board reasonably determines to be engaged in competition with the Company (a “Competitor”), except (i) with the prior written consent of the Board and the Majority Members or (ii) pursuant to a Sale Transaction or a Tag-Along Transaction. (e) Except for any Transfer of Units pursuant to a Sale Transaction or a Tag- Along Transaction in compliance with Section 9.6 and Section 9.7, respectively, no Transfer of Units shall be permitted if such Transfer (i) would, if effected, result in the Company having one hundred (100) or more holders of Units of record (as such concept confidential confidential

-32- NY 72934447v9 is understood for purposes of Section 12(g) of the Exchange Act and any relevant rules promulgated thereunder), (ii) would, if consummated, require the Company to register its Units under the Exchange Act (as a result of the number of holders of Units or otherwise), unless, at the time of such Transfer, the Company is already subject to reporting obligations under Section 13 or Section 15(d) of the Exchange Act, (iii) would, in the judgment of the Board, cause the Company to be treated as an association taxable as a corporation or as a “publicly traded partnership” for federal income tax purposes, (iv) would cause a violation of applicable law, (v) requires the prior approval of any Person under applicable law unless such approval is obtained prior to such Transfer, (vi) would cause the Company to be required to register as an “investment company” under the Investment Company Act, or (vii) would, in the judgment of the Board, result in an adverse effect, in any material respect, on the business, results of operations, condition (financial or otherwise), reputation, prospects, assets or liabilities of the Company or any of its Subsidiaries. (f) The Board (or an officer of the Company to whom such determination has been delegated by the Board) shall cause each Permitted Transfer to be registered on the books of the Company. Upon the closing of each Permitted Transfer and the Transferee becoming a party to this Agreement, such Transferee shall be deemed a Member for purposes of this Agreement, shall be entitled to the rights of a Member with respect to the Transferred Units and Schedule A shall be amended by the Company accordingly. (g) If the Board determines that a proposed Transfer is not permitted hereunder, the Board shall promptly inform the Member proposing such Transfer of such determination. 9.2 Notice of Transfer. Unless otherwise provided by the Board, any Member proposing to effect a Transfer of Units to a Permitted Transferee must submit to the Company, prior to such Transfer, a written notice (a “Transfer Notice”) of such Transfer. A Transfer Notice shall be mailed or delivered to the Company, to the attention of (a) the Secretary, General Counsel or Chief Financial Officer of the Company, or any of their designees, and (b) the Chairman (collectively, the “Transfer Notice Recipients”), in each case in accordance with Section 18.6. A Transfer Notice shall include, and be accompanied by, (i) the name, address, telephone number, facsimile number and electronic mail address of each of the Transferor and the Transferee, (ii) a detailed description as to the affiliation between the Transferee and the Transferor, (iii) the number of Units proposed to be Transferred to, and acquired by, the Transferee, (iv) the date on which the Transfer is expected to take place, (v) the percentage of the Transferor’s total Interest to be Transferred, (vi) if requested by the Board or any of the Transfer Notice Recipients, information demonstrating that the Transferee is not a Competitor and is a Permitted Transferee, and (vii) a request that the Company register the Transfer on the books of the Company and inform the Company’s transfer agent of the Transfer. 9.3 Legend on Certificates. (a) All certificates evidencing Units shall conspicuously bear the following legend (subject to Section 9.3(c) below): confidential confidential

-33- NY 72934447v9 “THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR AN EXEMPTION THEREFROM AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (b) In addition to the legend required by Section 9.3(a) above, all certificates (if any) evidencing Units shall conspicuously bear the following legend (subject to Section 9.3(c) below): “THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VARIOUS CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON SALE, DISPOSITION OR TRANSFER AS SET FORTH IN THE COMPANY’S AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “OPERATING AGREEMENT”). NO REGISTRATION OR TRANSFER OF THESE LIMITED LIABILITY COMPANY INTERESTS WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF RECORD OF THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE A COPY OF THE OPERATING AGREEMENT, CONTAINING THE ABOVE-REFERENCED RESTRICTIONS ON TRANSFERS OF LIMITED LIABILITY COMPANY INTERESTS, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.” (c) In the event that any Units represented by a certificate shall be registered for Transfer under the Securities Act, the Company shall, upon the written request of the holder of such Units, issue to such holder a new certificate evidencing such Units without the legend required by Section 9.3(a). In the event that any Units represented by a certificate shall cease to be subject to the restrictions on Transfer set forth in this Article 9, the Company shall, upon the written request of the holder of such Units, issue to such holder a new certificate evidencing such Units without the legends required by Section 9.3(b). (d) Certificates evidencing Class B Units shall conspicuously bear any legends (if any) required by the Management Equity Plan and/or the applicable Award Agreement in compliance with, and so long as required by, the Management Equity Plan and/or the applicable Award Agreement. confidential confidential

-34- NY 72934447v9 9.4 Transfer Agents and Registrars; Regulations. The Company, by resolution of the Board, shall from time to time appoint a transfer agent and a registrar, under such arrangements and upon such terms and conditions as the Board deems advisable, but until and unless the Board appoints some other Person as its transfer agent (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made) the Secretary shall be the transfer agent of the Company without the necessity of any formal action of the Board, and the Secretary, or any Person designated by the Secretary, shall perform all of the duties of such transfer agent. The Board may make such rules and regulations as it may deem expedient and as are not inconsistent with this Agreement, concerning the issue, registration and Transfer of certificates for Units. 9.5 Termination of Transfer Restrictions Upon Qualified Public Offering. The provisions of this Article 9 (except the legend requirements set forth in Section 9.3 above, to the extent still applicable) shall terminate upon the occurrence of a Qualified Public Offering. 9.6 Drag-Along Transactions. (a) In the event that one or more Members holding a majority of the then-issued and outstanding Class A Units (the “Selling Members”) determine to effect, approve or otherwise take any action that would cause the occurrence of a Sale Transaction, the Company or the Selling Members (or a designated representative acting on behalf of the Selling Members) will have the right (but not the obligation) to deliver written notice thereof (a “Drag Notice”) to all other Members (the “Dragged Members”). Such written notice shall be delivered in accordance with Section 18.6 and shall contain a general description of the material terms and conditions of the Sale Transaction, including the identity of the Third Party Purchaser, the amount and form of consideration to be paid by the Third Party Purchaser and the proposed date of the closing of the Sale Transaction; provided, that the Selling Members may elect to omit from the Drag Notice any such terms and conditions of the Sale Transaction if the Selling Members determine that the disclosure thereof to the Dragged Members would have an adverse effect on the Sale Transaction or the consummation thereof, but the omission of any such terms and conditions shall not have any effect on the validity of the Drag Notice. (b) If a Drag Notice is delivered by the Company or by or on behalf of the Selling Members to the Dragged Members, each Dragged Member shall: (i) if such Sale Transaction is structured as a sale or other Transfer of Units, be obligated to Transfer to the Third Party Purchaser (subject to the other terms of this Section 9.6), at the closing of such Sale Transaction, all Units held by such Dragged Member (or the applicable portion of such Dragged Member’s Units that are required to be Transferred in connection with such Sale Transaction as determined in accordance with Section 9.6(c)), free and clear of any Liens; provided, that each Dragged Member shall be paid in respect of its Units sold in such Sale Transaction no less than the aggregate net consideration from such Sale Transaction that such Dragged Member would have received if such aggregate net consideration had been distributed by the Company pursuant to Section 13.1; (ii) execute and deliver the applicable purchase agreement and/or other agreements or documents governing such Sale Transaction (the “Sale Transaction Documents”); provided, however, that no Dragged Member shall be required to confidential confidential

-35- NY 72934447v9 (x) enter into any post-closing non-compete, non-solicitation, non-interference or similar post-closing restrictive covenants (other than any confidentiality and/or non-use of confidential information obligations) in connection with such Sale Transaction, or (y) become liable for any indemnification obligations that exceed the net proceeds payable to such Dragged Member in connection with such Sale Transaction; (iii) use commercially reasonable efforts to obtain or make any consents or filings necessary to be obtained or made by such Dragged Member to effectuate such Sale Transaction; (iv) not (A) take any action that might impede, be prejudicial to or be inconsistent with, such Sale Transaction, (B) assert, at any time, any claim against the Company or any other Member (including any Selling Member) in connection with such Sale Transaction, or (C) disclose to any Person any information related to such Sale Transaction (including, without limitation, the fact that discussions or negotiations are taking place concerning such Sale Transaction, or any of the terms, conditions or other facts with respect to such Sale Transaction); (v) take all necessary or desirable actions reasonably requested by the Selling Members and/or the Company in connection with the consummation of such Sale Transaction, including (i) voting such Member’s Units, whether by proxy, voting agreement or otherwise, (A) in favor of such Sale Transaction and (B) if applicable, in favor of a Corporate Conversion in connection with such Sale Transaction and (ii) without limiting the provisions of Section 5.6, expressly waiving any appraisal, dissenters or similar rights; and (vi) if such Sale Transaction is structured as a Transfer of assets, approve any subsequent dissolution and liquidation of the Company or any of its Subsidiaries in connection therewith. (c) In the case of a Sale Transaction involving less than one hundred percent (100%) of the then-issued and outstanding Units, a portion of the Units held by the Dragged Members shall be sold or Transferred in such Sale Transaction, which portion shall correspond to the portion of the Units held by the Selling Members (in the aggregate) that are proposed to be included in such Sale Transaction. (d) At the closing of any Sale Transaction that is structured as a sale or other Transfer of Units in which the Selling Members have exercised their rights under this Section 9.6, each Dragged Member shall deliver at such closing, against payment of the purchase price therefor in accordance with the terms of the Sale Transaction Documents, certificates or other documentation (or other evidence thereof reasonably acceptable to the Third Party Purchaser) representing such Dragged Member’s Units to be sold, duly endorsed for transfer or accompanied by duly endorsed instruments of transfer, and such other documents as are deemed reasonably necessary by the Selling Members, the Third Party Purchaser and/or the Company for the proper transfer of such Units on the books of the Company, free and clear of any Liens. confidential confidential

-36- NY 72934447v9 (e) Each Selling Member and each Dragged Member will bear its pro rata share (based upon the aggregate consideration to be paid to such Member) of the costs and expenses of any Sale Transaction to the extent such costs and expenses are incurred for the benefit of all such Members or the Company and are not otherwise paid by the Company or the Third Party Purchaser. Costs and expenses incurred by any such Member on its own behalf will not be considered costs and expenses of the Sale Transaction and will be borne solely by such Member. (f) The Company shall, and shall use its commercially reasonable efforts to cause its officers, employees, agents, contractors and others under its control to, cooperate and assist in any proposed Sale Transaction and not to take any action which might impede, be prejudicial to or be inconsistent with, any such Sale Transaction. Pending the completion of any proposed Sale Transaction, the Company shall use commercially reasonable efforts to operate in the ordinary course of business and to maintain all existing business relationships in good standing and otherwise comply with the terms of the Sale Transaction Documents to which it is a party. (g) The Company shall cooperate with the Selling Members to enter into a Sale Transaction and to take any and all such further action in connection therewith as the Selling Members may deem necessary or appropriate in order to consummate (or, if directed by the Selling Members, to abandon) any such Sale Transaction. Neither the Company nor any of the Selling Members shall have any liability if any Sale Transaction is not consummated for any reason. Subject to the provisions of this Section 9.6, the Selling Members, in exercising their rights under this Section 9.6, shall have complete discretion over the terms and conditions of any Sale Transaction effected thereby, including price, payment terms, conditions to closing, representations, warranties, affirmative covenants, negative covenants, indemnification, holdbacks and escrows. At the request of the Selling Members, the Board shall authorize and direct the Company and any now or hereafter created Subsidiary of the Company to execute such agreements, documents, applications, authorizations, registration statements and instruments as it may deem necessary or appropriate in connection with any Sale Transaction. (h) A Transfer of Units in a Sale Transaction by a Selling Member or a Dragged Member pursuant to this Section 9.6 shall not be subject to the other requirements of this Article 9. (i) IN ORDER TO SECURE THE OBLIGATIONS OF EACH DRAGGED MEMBER TO VOTE SUCH DRAGGED MEMBER’S UNITS IN FAVOR OF A SALE TRANSACTION AND (WITHOUT LIMITING THE PROVISIONS OF SECTION 5.6) TO WAIVE ANY APPRAISAL, DISSENTERS OR SIMILAR RIGHTS THAT SUCH DRAGGED MEMBER HAS (OR MAY HAVE) WITH RESPECT TO ANY SALE TRANSACTION, EACH DRAGGED MEMBER HEREBY IRREVOCABLY APPOINTS THE SELLING MEMBERS (AND EACH OF THEM) AS SUCH DRAGGED MEMBER’S TRUE AND LAWFUL PROXY AND ATTORNEY, WITH FULL POWER OF SUBSTITUTION, TO VOTE ALL UNITS OWNED OR HELD BY SUCH DRAGGED MEMBER OR OVER WHICH SUCH DRAGGED MEMBER HAS VOTING CONTROL TO EFFECTUATE SUCH VOTES AND WAIVERS. IN confidential confidential

-37- NY 72934447v9 ADDITION, IN ORDER TO SECURE THE OBLIGATIONS OF EACH DRAGGED MEMBER TO EXECUTE AND DELIVER THE SALE TRANSACTION DOCUMENTS, AND TO TAKE ACTIONS IN CONNECTION WITH THE CONSUMMATION OF A SALE TRANSACTION, EACH DRAGGED MEMBER HEREBY IRREVOCABLY GRANTS TO THE SELLING MEMBERS (AND EACH OF THEM) A POWER-OF-ATTORNEY TO SIGN ANY AND ALL SUCH SALE TRANSACTION DOCUMENTS AND TO TAKE ANY AND ALL SUCH ACTIONS, IN THE NAME AND ON BEHALF OF SUCH DRAGGED MEMBER. THE PROXIES AND POWERS OF ATTORNEY GRANTED BY EACH DRAGGED MEMBER PURSUANT TO THIS SECTION 9.6(i) ARE COUPLED WITH AN INTEREST, ARE IRREVOCABLE, SHALL NOT BE AFFECTED BY SUBSEQUENT DISABILITY OR INCAPACITY OF ANY DRAGGED MEMBER WHO IS AN INDIVIDUAL, AND SHALL SURVIVE THE DEATH, INCOMPETENCY OR DISABILITY OF ANY DRAGGED MEMBER WHO IS AN INDIVIDUAL AND THE MERGER, LIQUIDATION, BANKRUPTCY, INSOLVENCY OR DISSOLUTION OF ANY DRAGGED MEMBER THAT IS NOT AN INDIVIDUAL. ANY SELLING MEMBER MAY EXERCISE THE PROXIES AND POWERS OF ATTORNEY GRANTED BY ANY DRAGGED MEMBER HEREUNDER AT ANY TIME SUCH DRAGGED MEMBER FAILS TO COMPLY WITH THE PROVISIONS OF THIS SECTION 9.6. (j) For the avoidance of doubt, the obligations of the Company and the Dragged Members pursuant to this Section 9.6 shall apply irrespective of the amount of consideration (if any) to be paid to each Dragged Member pursuant to the Sale Transaction. 9.7 Tag-Along Transactions. (a) In the event that one or more Members who hold Class A Units (the “Initiating Holders”) desire to effect a Tag-Along Transaction (and such Initiating Holders have not exercised the drag-along rights set forth in Section 9.6), the Initiating Holders (or a designated representative acting on their behalf) shall deliver written notice (a “Sale Notice”) to all other Members (the “Tag-Along Sellers”) and the Company, in accordance with Section 18.6, at least fifteen (15) Business Days prior to the consummation of such Tag-Along Transaction, offering the Tag-Along Sellers the opportunity to participate in such Tag-Along Transaction on the terms and conditions set forth in the Sale Notice (which terms and conditions shall be substantially the same as those terms and conditions applicable to the Initiating Holders). The Sale Notice shall contain a general description of the material terms and conditions of the Tag-Along Transaction, including the names of the parties to the proposed Tag-Along Transaction, the total number of Class A Units proposed to be Transferred, and the proposed amount and form of consideration; provided, that the Initiating Holders may elect to omit from the Sale Notice any such terms and conditions of the Tag-Along Transaction if the Initiating Holders determine that the disclosure thereof to the Tag-Along Sellers or the Company would have an adverse effect on the Tag-Along Transaction or the consummation thereof, but the omission of any such terms and conditions shall not have any effect on the validity of the Sale Notice. (b) Each Tag-Along Seller may, by written notice to the Initiating Holders (or their designated representative) delivered within ten (10) Business Days after delivery of the Sale Notice to such Tag-Along Seller, elect to sell Units in such Tag-Along confidential confidential

-38- NY 72934447v9 Transaction, on the terms and conditions set forth in the Sale Notice; provided, however, that if such proposed Transferee desires to purchase a number of Units that is less than the aggregate number of Units proposed to be Transferred by the Initiating Holders and any Tag-Along Sellers electing to sell Units in the Tag-Along Transaction, then the Initiating Holders may elect to either (A) terminate such Tag-Along Transaction with respect to the Initiating Holders and each Tag-Along Seller or (B) consummate such Tag-Along Transaction on the basis of such lesser number of Units and, upon such election to consummate the Tag-Along Transaction, each Initiating Holder and each electing Tag-Along Seller shall be permitted to sell to such Transferee up to that number of Units owned by such Initiating Holder or such Tag-Along Seller, as the case may be, equal to the product of (x) the total number of Units to be acquired by the Transferee in the proposed Tag-Along Transaction and (y) such Initiating Holder’s or Tag-Along Seller’s proportionate percentage of the total number of then-issued and outstanding Units held by the Initiating Holders and electing Tag-Along Sellers. (c) In connection with any Tag-Along Transaction in which any Tag-Along Seller elects to participate pursuant to this Section 9.7, each such Tag-Along Seller will take all necessary or desirable actions reasonably requested by the Initiating Holders and/or the Company in connection with the consummation of such Tag-Along Transaction, including executing and delivering the applicable purchase agreement or other agreements or documents governing such Tag-Along Transaction (the “Tag-Along Transaction Documents”). No Tag-Along Seller shall (i) take any action that might impede, be prejudicial to or be inconsistent with, any Tag-Along Transaction, (ii) assert, at any time, any claim against the Company or any other Member (including any Initiating Holder) in connection with such Tag-Along Transaction, or (iii) disclose to any Person any information related to such Tag-Along Transaction (including, without limitation, the fact that discussions or negotiations are taking place concerning such Tag-Along Transaction, or any of the terms, conditions or other facts with respect to such Tag-Along Transaction). The election by any Tag-Along Seller to sell or not to sell all or any portion of such Member’s Units in any Tag-Along Transaction shall not adversely affect such Tag-Along Seller’s right to participate in any future Tag-Along Transaction. (d) At the closing of any Tag-Along Transaction in which any Tag-Along Seller has exercised its rights under this Section 9.7, such Tag-Along Seller shall deliver at such closing, against payment of the consideration therefor in accordance with the terms of the Tag-Along Transaction Documents, certificates or other documentation (or other evidence thereof reasonably acceptable to the Transferee of such Units) representing its Units to be sold, duly endorsed for transfer or accompanied by duly endorsed instruments of transfer, and such other documents as are deemed reasonably necessary by the Initiating Holders, the Transferee and/or the Company for the proper Transfer of such Units on the books of the Company, free and clear of any Liens. (e) Each Initiating Holder and each Tag-Along Seller electing to participate in a Tag-Along Transaction will bear its pro rata share (based upon the number of Units held by such Member) of the costs and expenses of any such Tag-Along Transaction to the extent such costs and expenses are incurred for the benefit of all such Members and are not otherwise paid by the Company or the Transferee. Costs and expenses incurred confidential confidential

-39- NY 72934447v9 by any such Member on its own behalf will not be considered costs of the Tag-Along Transaction and will be borne solely by such Member. (f) Subject to the provisions of this Section 9.7, the Initiating Holders shall have complete discretion over the terms and conditions of any Tag-Along Transaction, including price, payment terms, conditions to closing, representations, warranties, affirmative covenants, negative covenants, indemnification, holdbacks and escrows. None of the Initiating Holders shall have any liability if any Tag-Along Transaction is not consummated for any reason. (g) The Company shall, and shall use its commercially reasonable efforts to cause its officers, employees, agents, contractors and others under its control to, cooperate and assist in any proposed Tag-Along Transaction and not to take any action which might impede, be prejudicial to or be inconsistent with, any such Tag-Along Transaction. Pending the completion of any proposed Tag-Along Transaction, the Company shall use commercially reasonable efforts to operate in the ordinary course of business and to maintain all existing business relationships in good standing and otherwise comply with the terms of the Tag-Along Transaction Documents to which it is a party. (h) If any Tag-Along Seller electing to participate in a Tag-Along Transaction breaches any of its obligations under this Section 9.7 or under any of the Tag-Along Transaction Documents, then such Tag-Along Seller will not be permitted to participate in such Tag-Along Transaction and the Initiating Holders can proceed to close such Tag- Along Transaction excluding the sale of such Tag-Along Seller’s Units therefrom. (i) In no event shall any Tag-Along Seller have any rights under this Section 9.7 or otherwise with respect to a sale or other Transfer by any Initiating Holders of any debt or equity securities of the Company other than Units. (j) A Transfer of Units by an Initiating Holder or a Tag-Along Seller pursuant to this Section 9.7 shall not be subject to the other requirements of this Article 9 and the provisions of this Section 9.7 shall not apply in the event that Selling Members Transfer Units in a Sale Transaction in which such Selling Members exercise their rights under Section 9.6. 9.8 Appointment of Purchaser Representative. If the Selling Members or Initiating Holders enter into any negotiation or transaction for which Rule 506 of Regulation D (or any similar rule then in effect) promulgated by the SEC may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Dragged Member or electing Tag-Along Seller (as applicable) who is not an “accredited investor” (as such term is defined in Rule 501 of Regulation D) shall, at the request of the Company, or the Selling Members or the Initiating Holders (as applicable), appoint a “purchaser representative” (as such term is defined in Rule 501 of Regulation D) reasonably acceptable to the Company and the Selling Members or the Initiating Holders (as applicable) in connection with such negotiation or transaction and the Company shall pay the fees of such purchaser representative. confidential confidential

-40- NY 72934447v9 9.9 Merger or Consolidation. Subject to the provisions of this Agreement, the Company may, with the approval of the Board and of the Majority Members and without the need for any further act, vote or approval of any class or group of Members, merge with, or consolidate into, another Entity (including an “other business entity” as defined in Section 18- 209(a) of the Act), regardless of whether the Company is the survivor; provided that, if in connection with any such merger or consolidation any amendment of this Agreement that would require the approval of other Members is to be effected, then the approval of such other Members shall be required in connection with such merger or consolidation; provided, however, that a merger or consolidation used as a means to effect the Corporate Conversion pursuant to Section 20.1, shall be subject to the voting and other provisions in such Section 20.1. Nothing in this Section 9.9 shall be deemed to impair, diminish, alter or otherwise affect the rights and obligations of the Members under Section 9.6. Article 10 FISCAL YEAR; BOOKS OF ACCOUNT; REPORTS 10.1 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall be the year ending on December 31, unless another fiscal year is established by the Board. 10.2 Books and Records. The books and records of the Company may be kept at such place or places as may be from time to time designated by the Board. The Company shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minutes of its proceedings of its Members and the Board (and any committee of the Board) and the names and places of residence of its officers. 10.3 Tax Information. The Company shall, as a Company expense, as soon as reasonably practicable after the end of each Fiscal Year, furnish the Members with all necessary tax reporting information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s Schedule K-1 or analogous schedule. The Board shall use reasonable efforts to cause all federal, state and local income and other tax returns to be timely filed by the Company, and shall supervise the Company’s accountant in the preparation of the Company’s tax returns, which returns shall be signed by an authorized Member on behalf of the Company and co-signed by the Company’s accountant as preparer. 10.4 Tax Elections and Accounting. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s books or for income tax purposes (and such decisions may be different for each such purpose), all elections available to the Company under applicable tax law and the treatment of all transactions on the Company’s tax returns, shall be made by the Board, in consultation with the Company’s tax advisors. The Board may, at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), cause the Company to elect pursuant to Code Section 754 to adjust the basis of the assets of the Company in the manner provided in Code Sections 734 and 743, and may make comparable elections under comparable provisions of state, local, or foreign tax law. 10.5 Tax Matters Member. Unless otherwise agreed by the Board, and subject to the terms of this Agreement, Wayzata Opportunities Fund II, L.P. shall have full power and confidential confidential

-41- NY 72934447v9 authority to act for the Company and the Members as “tax matters partner,” as defined in Section 6231(a)(7) of the Code (in such capacity, the “Tax Matters Member”), with all the rights and responsibilities of that position described in Code Sections 6222-32 and to act in any similar capacity under applicable state or local law. The Tax Matters Member shall take such action as may be reasonably necessary to constitute each eligible Member a “notice partner” within the meaning of Code Section 6231(a)(8) and any similar capacity under applicable state or local law. The Tax Matters Member shall keep the other Members reasonably informed of the progress of any tax audits or examinations. The Tax Matters Member shall not extend the statute of limitations with respect to Company matters or bind any Member to any settlement agreement, in each case, without the consent of the Board. The Company shall reimburse the Tax Matters Member for all third party costs and expenses, and any other costs and expenses, incurred by it in the exercise of the rights and/or the performance of the responsibilities referred to in this Section 10.5. The Tax Matters Member shall be reimbursed by the Company for all expenses (including legal and accounting fees) incurred by it in connection with its duties as Tax Matters Member hereunder. Notwithstanding the foregoing, the Tax Matters Member shall, to the extent permitted by applicable law, delegate its rights, responsibilities and authority as Tax Matters Member to the Board or otherwise act under the complete supervision of, and at the direction of, the Board. 10.6 Required Records. To the fullest extent permitted under applicable law, each Member hereby waives its rights under Section 18-305(a) of the Act to obtain the information specified therein; provided, however, that to the extent that, notwithstanding such waiver, any such Member is entitled to receive such information, the receipt thereof shall be subject to all of the limitations set forth in Section 18-305 of the Act (including the right of the managers to keep certain information confidential from the Members pursuant to Section 18-305(c) of the Act), and shall be limited to review of the Company’s general ledger and those financial statements derived from it; provided, further, that the review of such information shall be at the sole cost and expense of such Member, during regular business hours, upon reasonable advance notice, in a manner as would not be unreasonably disruptive to the business or operations of the Company or any of its Subsidiaries, and subject to such other standards as may be established by the Board from time to time). Except as expressly required by non-waivable provisions of applicable law, the Members shall have no rights to obtain, examine or inspect, or make copies or extracts of, any documents, materials or information relating to the Company or any of its Subsidiaries or any of their respective businesses, assets, operations, properties, financial and other conditions, prospects, or members, partners or shareholders. 10.7 Audits of Books and Accounts. The Company’s books and accounts shall be audited at such times and by such auditors as shall be specified and designated by vote or written consent of the Board. Article 11 CAPITAL 11.1 Capital Contributions. The Capital Contributions of the Members made prior to or on the Effective Date are set forth on Schedule A. To the extent that any Member shall make any additional Capital Contributions to the Company, Schedule A shall be amended by the Company to reflect such additional Capital Contributions. confidential confidential

-42- NY 72934447v9 11.2 No Right to Return of Contribution. No Member shall have the right to the withdrawal or to the return of such Member’s Capital Contributions, except upon the dissolution and liquidation of the Company pursuant to, and subject to the terms and conditions of, Article 15. 11.3 Additional Capital Contributions. (a) Holders of Class A Units (in their capacity as holders of Class A Units, the “Eligible Members”) shall be required to make additional Capital Contributions to the Company in such amounts and at such times as the Board shall specify in written notices (“Additional Capital Contribution Notices”) sent by the Company from time to time to such Eligible Members (such Capital Contributions, “Additional Capital Contributions”) for any use that the Board deems appropriate. Additional Capital Contribution Notices will be sent to Eligible Members not less than ten (10) Business Days prior to the date on which an Additional Capital Contribution is due (the “Additional Capital Contribution Date”). All Additional Capital Contributions shall be paid in United States dollars to the Company in immediately available funds by no later than 3:00 p.m. (New York City time) on the Additional Capital Contribution Date. The Board may amend, delay or rescind any Additional Capital Contribution Notice at any time prior to the Additional Capital Contribution Date. (b) Each Additional Capital Contribution Notice delivered to an Eligible Member shall specify (i) the aggregate amount of Additional Capital Contributions subject to such Additional Capital Contribution Notice (the “Aggregate Capital Contribution Amount”), the Additional Capital Contribution Date, the aggregate number of Class A Units or other Interests to be issued and sold in connection with such Additional Capital Contributions and the Price Per Unit for each such Class A Unit or other Interest to be issued and (ii) such Eligible Member’s required Additional Capital Contribution, based on such Eligible Member’s pro rata share (based upon the number of Class A Units held by such Eligible Member to the aggregate number of Class A Units held by all Eligible Members) of the Aggregate Capital Contribution Amount, and the number of Class A Units to be issued to and purchased by such Eligible Member on the Additional Capital Contribution Date (calculated by dividing such Eligible Member’s Additional Capital Contribution by the Price Per Unit). (c) If any Eligible Member (a “Non-Contributing Member”) fails to contribute all or any portion of such Eligible Member’s Additional Capital Contribution (such amount that is not so contributed by a Non-Contributing Member being the “Delinquent Contribution”), then each Eligible Member that has contributed its full Additional Capital Contribution (for purposes of this Section 11.3(c), an “Other Member”) shall be entitled (but is not required) to contribute its pro rata portion of the Delinquent Contribution (based on the number of Class A Units of such Other Member to the aggregate number of Class A Units of all Other Members). Each Other Member that elects to contribute a portion of a Delinquent Contribution must elect to contribute its entire pro rata share of the Delinquent Contribution and shall deliver a written notice to the Company within ten (10) days after the Additional Capital Contribution Date to such effect. If any Other Member does not elect to contribute its entire pro rata share of the Delinquent Contribution by the expiration of such 10-day period, any Other Member that has elected to contribute its entire pro rata share of the Delinquent Contribution may elect to contribute its entire pro rata share of the remaining portion of the Delinquent confidential confidential

-43- NY 72934447v9 Contribution that is not contributed by Other Members (based only on the number of Class A Units held by such Other Member and the Other Members that have elected to contribute their entire pro rata shares of the Delinquent Contribution) until either the Other Members elect to contribute the full amount of such remaining portion of a Delinquent Contribution or no Other Member elects to contribute any remaining portion (which elections described in this sentence shall in any event be concluded within five (5) days following the expiration of such 10-day period). The amount contributed to a Delinquent Contribution by each electing Other Member shall be included in, and deemed a part of, the aggregate amount of such Other Member’s “Additional Capital Contribution” and such Other Member shall receive the appropriate number of Class A Units or other Interests in connection with any such Capital Contribution. (d) Whenever an Eligible Member makes an Additional Capital Contribution to the Company, the Company shall credit the amount of such Additional Capital Contribution to such Eligible Member’s Capital Account and issue and sell to such Eligible Member the Class A Units or other Interests so purchased; provided, however, that in lieu of Class A Units, the Company may, in the discretion of the Board and pursuant to Section 5.2(b), issue preferred Units with terms and conditions reasonably acceptable to the Company and the Majority Members. (e) A Non-Contributing Member shall be subject to such penalties or consequences as the Board shall deem appropriate, including any such penalties or consequences specified in or permitted by the Act. (f) Except as set forth in this Section 11.3, from and after the Effective Date, no Member will be obligated to make any further Capital Contribution to the Company. 11.4 Loans to the Company; No Interest on Capital. The Members may, but are not obligated to, make loans or provide other extensions of credit to the Company from time to time, as authorized by the Board. Any such loans or extensions of credit shall not be treated as Capital Contributions to the Company for any purpose under this Agreement nor entitle such Member to any increase in its share of the Profits and Losses and Distributions, but the Company shall be obligated to such Member for the amount of any such loans or extensions of credit pursuant to the terms thereof, as the same are determined by the Board and such Member. Interest with respect to the outstanding amount of any loans or other extensions of credit made or provided by a Member to the Company shall accrue and be payable at such times and at such rates as is determined by the Board and such Member. All scheduled principal and interest payments with respect to any loans or other extensions of credit from a Member to the Company pursuant to this Section 11.4 shall be repaid or cash collateralized before any Distributions to any Members pursuant to Section 13.1 or Section 15.2. No interest shall be paid on any Capital Contribution to the Company or on any balance in any Capital Account. 11.5 Creditor’s Interest in the Company. No creditor who makes a loan or otherwise extends credit to the Company shall have or acquire at any time as a result of making the loan or providing the extension of credit any direct or indirect interest in the profits, capital or property of the Company, other than such interest as may be accorded to a secured creditor. Notwithstanding the foregoing, and subject to other limitations expressly set forth in this confidential confidential

-44- NY 72934447v9 Agreement, this provision shall not prohibit in any manner whatsoever a secured creditor from participating in the profits of operation or gross or net sales of the Company or in the gain on sale or refinancing of the Company, all as may be provided in its loan or security agreements. 11.6 Capital Accounts. (a) The Company shall establish and maintain a separate Capital Account for each Member in accordance with the following provisions: (i) To each Member’s Capital Account there shall be credited such Member’s Capital Contributions, such Member’s allocable share of Profits, and any items in the nature of income or gain that are specially allocated to such Member under this Agreement, and the amount of any Company liabilities that are assumed by such Member in accordance with the terms hereof (other than liabilities that are secured by any Company property distributed to such Member that such Member is considered to assume or take subject to under Code Section 752). (ii) To each Member’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Company property distributed to such Member pursuant to any provision of this Agreement (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Code Section 752), such Member’s allocable share of Losses, and any items in the nature of expenses or losses that are specially allocated to such Member under this Agreement, and the amount of any liabilities of such Member that are assumed by the Company (other than liabilities that are secured by any property contributed by such Member to the Company that the Company is considered to assume or take subject to under Code Section 752). (iii) In the event any Unit is Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Unit. In the case of a sale or exchange of an Unit at a time when an election under Code Section 754 is in effect, the Capital Account of the Transferee Member shall not be adjusted to reflect the adjustments to the adjusted tax bases of Company property required under Code Sections 754 and 743, except as otherwise permitted by Treasury Regulations Section 1.704-1(b)(2)(iv)(m). (iv) In determining the amount of any liability for purposes of paragraphs (i) and (ii) above, there shall be taken into account Code Section 752(c) and the Treasury Regulations promulgated thereunder, and any other applicable provisions of the Code and Regulations. (v) In the event that any options exercisable for Class B Units are exercised for Class B Units, the holder exercising such options, in addition to being treated as having made a Capital Contribution equal to the aggregate exercise price and any other amounts paid to the Company in connection with the exercise of the options, shall be treated as having made a Capital Contribution at the time of the option exercise equal to the compensation income recognizable by confidential confidential

-45- NY 72934447v9 such holder as a result of the exercise of the options (as determined by the Board in its sole discretion). Any deduction or other tax item of the Company attributable to the compensation income recognizable by such holder shall be allocated among the Members immediately prior to any such exercise (including such holder, but only in respect of Class B Units, if any, held by such holder prior to the exercise of the relevant options). (b) This Section 11.6 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2, and shall be interpreted and applied in a manner consistent with such Regulations. The Board’s determination of Capital Accounts shall be binding upon all Members, except as otherwise required by law. 11.7 Return of Capital. No Member shall be liable for the return of the Capital Contributions (or any portion thereof) of any other Member, it being expressly understood that any such return shall be made solely from Company assets. No Member shall be required to pay to the Company or to any other Member any deficit in its Capital Account upon dissolution of the Company or otherwise, and no Member shall be entitled to withdraw any part of its Capital Contributions or Capital Account, to receive interest on its Capital Contributions or Capital Account or to receive any Distributions from the Company, except as expressly provided for in this Agreement or under applicable law. Article 12 ALLOCATION OF PROFITS AND LOSSES 12.1 Profits and Losses. Except as otherwise stated in this Article 12, Profits and Losses for each Allocation Year shall be allocated among the Members in such a manner that, as of the end of such Allocation Year, the sum of (a) the Capital Account of each Member, (b) such Member’s share of Company Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(g)), and (c) such Member’s Member Nonrecourse Debt Minimum Gain shall be equal to the respective net amounts, positive or negative, which would be distributed to them, determined as if the Company were to (x) liquidate the assets of the Company for an amount equal to their Gross Asset Value, and (y) distribute the proceeds of liquidation pursuant to Section 15.2. 12.2 Special Allocations. (a) Minimum Gain Chargeback. Notwithstanding any other provision of this Article 12, if there is a net decrease in Company Minimum Gain during any Allocation Year, the Members shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 12.2(a) is confidential confidential

-46- NY 72934447v9 intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article 12, except Section 12.2(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704- 2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items so allocated shall be determined in accordance with Treasury Regulations Sections 1.704- 2(i)(4) and 1.704-2(j)(2). This Section 12.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in paragraphs (4), (5) and (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 12.2(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account deficit after all other allocations provided for in this Article 12 have been tentatively made as if this Section 12.2(c) were not in this Agreement. (d) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Allocation Year that is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Member is obligated to restore pursuant to the penultimate sentence of each of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 12.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 12 have been made as if Section 12.2(c) and this Section 12.2(d) were not in the Agreement. (e) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to holders of Units in proportion to the number of Units held by each such holder immediately prior to such allocation. confidential confidential

-47- NY 72934447v9 (f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1). (g) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations. 12.3 Curative Allocations. The allocations contained in each of Section 12.2 and Section 12.4 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Code and Regulations. The Members intend that, to the extent possible, all Regulatory Allocations shall be offset either by other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 12.3. Therefore, notwithstanding any other provisions of this Article 12 (other than the Regulatory Allocations), the Board shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it reasonably determines to be appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement. 12.4 Limitation on Allocation of Losses. In no event shall Losses be allocated to a Member to the extent such allocation would result in such Member having an Adjusted Capital Account deficit at the end of any Allocation Year. All such Losses shall be allocated to the other Members in accordance with the positive balances in such Members’ Capital Accounts. 12.5 Other Allocation Rules. (a) Profits, Losses, and any other items of income, gain, loss, or deduction shall be allocated to the Members pursuant to this Article 12 as of the last day of each Fiscal Year, provided that Profits, Losses, and such other items shall also be allocated at such times as the Gross Asset Values of Company assets are adjusted pursuant to paragraph (b) of the definition of “Gross Asset Value”. (b) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly or other basis, as reasonably determined by the Board, using any permissible method under Code Section 706 and the Regulations thereunder. (c) Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall confidential confidential

-48- NY 72934447v9 be divided among the Members for tax purposes in the same proportions as they share Profits or Losses, as the case may be, for the applicable Allocation Year. (d) For purposes of Code Section 752 and the Regulations thereunder, “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated among the holders of Units in proportion to the number of Units held by each such holder immediately prior to such allocation. (e) To the extent permitted by Treasury Regulations Section 1.704-2(h)(3), the Members shall treat any Distributions as not allocable to an increase in Company Minimum Gain to the extent the Distribution does not cause or increase a deficit balance in the Adjusted Capital Account of any Member. (f) For purposes of determining the nature (as ordinary or capital and, if capital, the applicable rate) of certain items of income and gain allocated among the Members for federal income tax purposes pursuant to this Section 12.5, any items of income and gain required to be recognized as ordinary income under Code Section 1245 or as “unrecaptured section 1250 gain,” as defined in Code Section 1(h), shall be deemed to be allocated among the Members in the same proportion that the Members were allocated and claimed the tax depreciation deductions or basis deductions, directly or indirectly, giving rise to such treatment under Code Sections 1(h) and 1245. 12.6 Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the applicable Regulations thereunder, income, gain, loss, deduction and tax depreciation with respect to any property which has a Gross Asset Value different than its adjusted tax basis, will, solely for federal income tax purposes, be allocated among the Members in accordance with Code Section 704(c) and the Treasury Regulations thereunder to take into account such difference, using any method selected in the reasonable determination of the Board. Allocations pursuant to this Section 12.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. Article 13 DISTRIBUTIONS 13.1 Distributions. (a) Subject to the terms of Sections 5.2 and 13.2, the Board may cause the Company to make Distributions to the Members on a pro rata basis in proportion to their respective ownership in the total number of Units at such times and in such amounts as the Board may determine in its sole discretion. Anything in this Agreement to the contrary notwithstanding, there shall be no required Distributions to the Members. (b) Unless a different record date is established by the Board, any Distribution pursuant to or in accordance with this Section 13.1 shall be made to the Persons shown on the Company’s books and records as holders of Units entitled to such Distribution as of the date of such Distribution. confidential confidential

-49- NY 72934447v9 13.2 Limitations on Distributions. Notwithstanding any provision to the contrary in this Article 13, no Distribution shall be made if such Distribution would violate the Act or any other applicable law. 13.3 No Other Distributions. Except as set forth in this Article 13 or upon the dissolution and liquidation of the Company pursuant to, and subject to the terms and conditions of, Article 15, no Member shall have the right to demand or receive any Distribution or other return on capital in respect of its Units or Capital Contribution. 13.4 Withholding Tax. The Company will at all times be entitled to make payments with respect to each Member in amounts required to discharge any obligation of the Company to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any distribution or allocation of income or gain to such Member and to withhold (or deduct) the same from distributions to such Member. Any funds withheld by reason of this Section 13.4 shall nonetheless be deemed distributed and allocated to the Member in question for all purposes under this Agreement and, to the extent such withholding has not offset a current distribution, shall reduce future distributions to which such Member is otherwise entitled pursuant to this Agreement. If the Company makes any payment to a Taxing Authority in respect of a Member hereunder that is not withheld from actual distributions to such Member (including in connection with a distribution in kind), then such Member shall reimburse the Company for the amount of such payment, on demand, plus interest, compounded annually, on such amount from the date of such payment (or, if the Member has not received advance notification of such payment in accordance with the following sentence, from the date such Member is notified of the payment) until such amount is repaid (or deducted from a distribution) to the Company at an annual rate equal to the rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates Section of The Wall Street Journal during such period, plus two (2) percentage points (but not higher than the maximum lawful rate). The Company shall use reasonable efforts to provide written notice to a Member, no later than ten (10) days prior to the scheduled payment date, if the Company intends to make any payment to a Taxing Authority in respect of such Member hereunder that is not withheld from actual distributions to such Member. The amount of a Member’s reimbursement obligation under this Section 13.4, to the extent not paid, shall be deducted from the distributions to such Member; and any amounts so deducted shall constitute a repayment of such Member’s obligation hereunder. Each Member’s reimbursement obligation under this Section 13.4 shall continue after such Member Transfers its Units or after a withdrawal by or redemption of such Member. Each Member agrees to furnish the Company with any representations and forms as shall reasonably be requested by the Company to assist the Company in determining the extent of, and in fulfilling, any withholding, reporting or compliance obligations the Company may have. Each Member agrees to indemnify and hold harmless the Company, each officer, the Board and each manager, the other Members, and any other Person who is or is deemed to be the responsible withholding agent for federal, state, local or foreign income tax purposes, from and against any liability with respect to taxes, interest and penalties which may be asserted by reason of the failure to deduct and withhold tax on amounts distributable or allocable to such Member. Any amount payable as indemnity hereunder by a Member will be paid promptly to the Company, and the Company will be entitled to retain any distributions due to such Member for all such amounts that have not been paid. confidential confidential

-50- NY 72934447v9 Article 14 WITHDRAWALS; ACTION FOR PARTITION 14.1 Waiver of Partition. No Member shall, either directly or indirectly, take any action to require partition, file a bill for Company accounting or appraisement of the Company or of any of its assets or properties or cause the sale of any Company property; and, notwithstanding any provisions of applicable law to the contrary, each Member (and each of such Member’s legal representatives, successors, or assigns) hereby irrevocably waives any and all rights it may have to maintain any action for partition or to compel any sale with respect to such Member’s Units, or with respect to any assets or properties of the Company, except as expressly provided in this Agreement. 14.2 Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except as otherwise provided in this Agreement, each Member hereby covenants and agrees that such Member has entered into this Agreement based on its mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to (a) withdraw or attempt to withdraw from the Company, (b) exercise any power under the Act to dissolve the Company, (c) petition for judicial dissolution of the Company, or (d) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contributions or profits). Article 15 DISSOLUTION AND LIQUIDATION 15.1 Events Causing Dissolution. The Company shall be dissolved only upon the occurrence of any of the following events: (a) Notwithstanding anything in Section 18-801(a)(3) of the Act to the contrary, the affirmative vote or written consent of the Members holding more than fifty percent (50%) of the Units voting or consenting as a single class; (b) The entry of a final decree of judicial dissolution of the Company under Section 18-802 of the Act; or (c) At any time there are no Members of the Company, unless the Company is continued in accordance with the Act. Except as otherwise set forth in this Section 15.1, the Company is intended to have perpetual existence. To the fullest extent permitted by law, any death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member (or the occurrence of any other event that terminates the continued membership of a Member in the Company) shall not, in and of itself, cause a dissolution of the Company and the Company shall continue in existence subject to the terms and conditions of this Agreement. 15.2 Liquidation and Winding Up. If the Company is dissolved pursuant to Section 15.1, the Company shall be liquidated and the managers (or other Person or Persons designated by the managers or by a decree of court) shall wind up the affairs of the Company. The confidential confidential

-51- NY 72934447v9 managers or other Persons winding up the affairs of the Company shall promptly proceed to the liquidation of the Company and, in settling the accounts of the Company, the assets and the property of the Company shall be distributed in the following order of priority: (a) First, to the payment of (or establishing reserves to pay) all debts and liabilities of the Company (including any debts or liabilities owed to any Member) in the order of priority as provided by law; and (b) The balance, if any, to the Members in accordance with Section 13.1. Any non-cash asset will first be written up or down to its gross Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with the provisions of Article 12. 15.3 No Deficit Restoration Obligation. If any Member has a deficit balance in its Capital Account (after giving effect to all Capital Contributions, distributions and allocations for all fiscal periods including the fiscal period during which the liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. Article 16 AMENDMENTS 16.1 Amendments. (a) This Agreement may be amended, modified or waived from time to time only with written approval of the Majority Members. Notwithstanding the foregoing sentence, no amendment, modification or waiver of the provisions of this Agreement that would materially and adversely affect the rights and/or obligations of any Member in manner that is disproportionate in any material respect to the comparable rights and obligations of the other Members (without regard to any effect resulting from the individual circumstances of any such Member) shall be made without the affirmative vote or written consent of such affected Member; provided, however, that, for the avoidance of doubt, neither the creation of a new class or series of Units or other equity or equity-based securities of the Company (in and of itself (but not the rights, preferences or privileges associated with such Units or other equity or equity-based securities)), nor the issuance of any additional Units or other equity or equity-based securities of the Company (in and of itself (but not the rights, preferences or privileges associated with such Units or other equity or equity-based securities)), shall be deemed to adversely affect the rights or obligations of any Member. (b) Notwithstanding the foregoing Section 16.1(a), none of Section 5.4(b), Section 11.4, Section 15.1(a), this Section 16.1(b), or Section 20.1(a) may be amended without the affirmative vote or written consent of the Members holding more than fifty percent (50%) of the issued and outstanding Units voting or consenting as a single class. Article 17 REPRESENTATIONS AND WARRANTIES OF THE MEMBERS 17.1 Representations and Warranties of the Members. Each Member (including each Member, if any, admitted after the Effective Date) hereby represents, warrants and acknowledges confidential confidential

-52- NY 72934447v9 to the Company and to each other Member on the Effective Date (or the date on which such Member executes and delivers a Joinder Agreement) as follows: (a) Such Member (if such Member is an Entity) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to conduct its business as it is now being conducted and as proposed to be conducted. (b) Such Member has the full power, authority and legal right to execute, deliver and perform this Agreement, and, if such Member is an Entity, the execution, delivery and performance by such Member of this Agreement have been duly authorized by all necessary action of such Member. This Agreement constitutes such Member’s legal, valid and binding obligation, enforceable against it in accordance with its terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors’ rights generally and the effect and application of general principles of equity and the availability of equitable remedies). (c) Such Member is not subject to, or obligated under, any provision of (i) its organizational documents (if such Member is an Entity), (ii) any agreement, contract, arrangement or understanding, (iii) any license, franchise or permit, or (iv) any law, regulation, order, judgment or decree, that would be breached or violated, or in respect of which a right of termination or acceleration or any Lien on any of such Member’s assets would be created, by such Member’s execution, delivery and/or performance of this Agreement or the consummation of the transactions contemplated hereby. (d) No authorization, consent or approval of, waiver or exemption by, or filing or registration with, any public body, court or other governmental authority or any other third party is necessary on such Member’s part for the consummation of the transactions contemplated by this Agreement that has not previously been obtained by such Member. (e) No Person has or will have, as a result of any act or omission by such Member, any right, interest or valid claim against the Company or any other Member for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with any of the transactions contemplated by this Agreement. (f) Neither such Member nor any of its Affiliates is, nor will the Company as a result of such Member holding an Interest be, an “investment company” as defined in, or subject to regulation under, the Investment Company Act. (g) Such Member understands that, except as expressly set forth in this Agreement, neither the Company nor any other Member shall have any duty or responsibility to provide such Member with any documents, materials or other information concerning the business, operations, assets, properties, financial and other conditions, or prospects of the Company or any of its Subsidiaries which may come into the possession of the Company, any other Member or any of their respective officers, directors, employees, agents, other representatives or Affiliates. confidential confidential

-53- NY 72934447v9 (h) Such Member understands that, except as expressly set forth in this Section 17.1, neither the Company, any other Member nor any of their respective officers, directors, employees, agents, other representatives or Affiliates has made any representations or warranties to such Member regarding the business, assets, operations, properties, financial and other conditions, or prospects of the Company or any of its Subsidiaries, or otherwise, and no act by the Company or any other Member hereinafter taken, including any review of the affairs of the Company or any of its Subsidiaries shall be deemed to constitute any such representation or warranty by the Company or any other Member. (i) The Units acquired by such Member have been, or are being, acquired by such Member for its own account and not with a view to the sale or distribution of any part thereof (or any fractional or beneficial interest therein), and such Member has no present intention of selling, granting any participation in, or otherwise distributing any of the Units (or any fractional or beneficial interest therein). Such Member does not have any contract, agreement or understanding with any Person to sell, Transfer or grant participation to such Person with respect to any of the Units (or any fractional or beneficial interest therein). (j) Such Member understands that (i) such Member must bear the economic risk of such Member’s investment in the Company indefinitely unless such Member’s Units are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Units are registered or qualified under applicable state securities laws or an exemption from such registration or qualification is available, and that the Company has no obligation or intention of so registering or qualifying such Units, (ii) there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow such Member to dispose of or otherwise Transfer any or all of such Member’s Units, in the amounts or at the times such Member might desire and (iii) the Company is not presently under any obligation to register the Units under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 under the Securities Act and that it may never be required to do so. (k) Such Member: (i) in the case of a Member that holds Class A Units, is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Units, (iii) has received all of the information about the Company and its Subsidiaries that it has requested and considers necessary or appropriate for deciding whether to acquire the Units, (iv) is acquiring Units based upon such Member’s own investigation, and the exercise by such Member of such Member’s rights and the performance of such Member’s obligations under this Agreement will be based upon such Member’s own investigation, analysis and expertise, (v) has the ability to bear the economic risks inherent in its investment of the Units, (vi) is able, without materially impairing its financial condition, to hold the Units for an indefinite period of time and to suffer a complete loss of its investment, and (vii) understands and has fully considered for purposes of its investment in the Units the risks of this investment and understands that: (A) the Units represent an extremely confidential confidential

-54- NY 72934447v9 speculative investment that involves a high degree of risk of loss, (B) it may not be possible for such Member to liquidate its investment in any of the Units because of substantial restrictions on the transferability of the Units, (C) no public market exists for the Units, and no representation has been made to such Member that any such public market will exist in the future, and (D) there have been no representations as to the possible future value, if any, of any of the Units. Article 18 MISCELLANEOUS 18.1 Entire Agreement. Subject to Section 18.14, this Agreement (including the exhibits, schedules and other documents referred to in this Agreement) amends and restates the Initial LLC Agreement in its entirety and contains the entire understanding among the Members and the Company with respect to the subject matter of this Agreement and supersedes any prior understandings, agreements or representations, written or oral, relating to the subject matter of this Agreement. 18.2 Counterparts. For the convenience of the parties hereto, this Agreement may be executed and delivered in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or portable document format (PDF) will be effective as delivery of a manually executed counterpart of this Agreement. 18.3 Termination. Except for the legend requirements set forth in Section 9.3 (to the extent still applicable), the provisions set forth in Article 8, and, to the extent still applicable, Article 19, all the rights and obligations of the Company and the Members set forth in this Agreement shall terminate automatically upon consummation of a Qualified Public Offering. 18.4 Severability. In the event that any provision hereof would be invalid or unenforceable in any respect under applicable law, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof. 18.5 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns. 18.6 Notices. All notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be deemed to have been effectively given, sent, provided, delivered or received (a) when personally delivered to the party to be notified, (b) when sent by confirmed facsimile or by electronic mail (“e-mail”) to the party to be notified, (c) three (3) Business Days after deposit in the United States mail, postage prepaid, by certified or registered mail with return receipt requested, addressed to the party to be notified or (d) one (1) Business Day after deposit with a national overnight delivery service, postage prepaid, addressed to the party to be notified with next-Business Day delivery guaranteed, in each case as confidential confidential

-55- NY 72934447v9 follows: (i) in the case of any Member, to such Member at its address, facsimile number or email address set forth on Schedule A and (ii) in the case of the Company, to the Secretary (or to another officer of the Company that is required to be provided with such notice, request, waiver or other communication pursuant to the terms of this Agreement) at the Principal Office. A party may change its address, facsimile number or e-mail address for purposes of notice hereunder by (x) in the case of the Company, giving notice of such change to all of the Members in the manner provided in this Section 18.6 and (y) in the case of any Member, giving notice of such change to the Company in the manner provided in this Section 18.6. 18.7 Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. 18.8 GOVERNING LAW. THIS AGREEMENT AND ANY CONFLICTS ARISING HEREUNDER OR RELATED HERETO SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES, TO THE FULLEST EXTENT PERMITTED BY LAW, OF CONFLICTS OF LAWS. THE COMPANY AND EACH MEMBER HEREBY SUBMITS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK. THE COMPANY AND EACH MEMBER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY AND EACH MEMBER HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUCH PROCEEDING BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE ADDRESS SPECIFIED IN SECTION 18.6, OR IN ANY OTHER MANNER PERMITTED BY LAW. THE COMPANY AND EACH MEMBER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. 18.9 No Third Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and its legal representatives, heirs, administrators, executors, successors and permitted assigns, and it is not the intention of the parties hereto to confer third-party beneficiary rights upon any other Person other than the Covered Persons (solely with respect to Sections 8.1 and 8.2), the Identified Persons (solely with respect to Section 8.5) and Wayzata, with respect to the rights described in Section 8.6. 18.10 Deemed Execution; Effective Date. On the Effective Date, the counterparts of this Agreement executed and delivered by each of the Members shall be deemed released and this Agreement shall become effective without any further action on the part of, or notice to, any Person. This Agreement shall apply to, and be binding upon, all holders of Units and Interests, confidential confidential

-56- NY 72934447v9 whether or not such holder has executed a counterpart of this Agreement or a Joinder Agreement, and shall also apply to all Units and Interests no matter when acquired. 18.11 Additional Actions and Documents. The parties agree to execute and deliver any further instruments or perform any additional acts that are or may become reasonably necessary to carry on the Company or to effectuate its purposes. 18.12 Injunctive Relief. It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties to this Agreement fail to comply with any of the obligations imposed on them by this Agreement and that in the event of any such failure, a non-breaching party hereto will be irreparably damaged and will not have an adequate remedy at law. Any such non-breaching party shall, therefore, be entitled to seek injunctive relief, including specific performance, to enforce such obligations, and, to the fullest extent permitted by law, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law and any requirement to post bond or other security in connection with actions instituted for injunctive relief, specific performance or other equitable remedies. The parties hereby waive, and shall cause their respective representatives to waive, any requirement for the securing or posting of any bond in connection with any action brought for injunctive relief hereunder. 18.13 Assignment. No rights, interests or obligations of any Member herein may be assigned without the prior approval of the Board and the Majority Members, except assignments to Transferees of Units in connection with Transfers of Units that strictly comply with Article 9; provided, however, that no assignment of this Agreement or any rights or obligations hereunder shall be made without the assignee, as a condition to such assignment, assuming in writing its assignor’s obligations under this Agreement, to the extent applicable to such assignment. 18.14 Ratification of Prior Resolutions and Consents. All resolutions, approvals, authorizations and consents adopted by member(s) of the Company party to the Initial LLC Agreement prior to the Effective Date are hereby ratified, approved, confirmed and reaffirmed in all respects, and shall survive the execution, delivery and effectiveness of this Agreement. Article 19 CONFIDENTIALITY 19.1 Confidentiality. Each Member hereby agrees that, during the period commencing on the Effective Date and ending on the earlier of (a) the second (2nd) anniversary of the date on which such Member no longer beneficially owns, holds or controls any Units and (b) the earlier of (i) the consummation of a Qualified Public Offering and (ii) the registration of a class of equity securities of the Company under the Exchange Act (such period, the “Confidentiality Period”), such Member will keep strictly confidential and will not disclose or divulge to any other Person (other than as permitted by Section 19.2) any (x) confidential, business, financial or proprietary information regarding the Company or any of its Subsidiaries, or any confidential, business, financial or proprietary information regarding the business or affairs of any other Member in respect of the Company or any of its Subsidiaries (in any such case, irrespective of the form of communication), that is obtained by, or on behalf of, such Member from the confidential confidential

-57- NY 72934447v9 Company or any of its Subsidiaries, from the Company’s or any such Subsidiary’s legal and financial advisors or any other agents or advisors engaged by the Company or any of its Subsidiaries, from any other Member, or through the ownership of Interests and (y) notes, analyses, compilations, studies, interpretations or other documents prepared by such Member or any of its Representatives which contain, reflect or are based upon the information referred to in clause (x) above (collectively, “Confidential Information”). Confidential Information shall not include information which (A) is known or becomes known to the public in general (other than as a result of a breach of this Section 19.1 by a Member or any of its Representatives) or (B) is or becomes available to a Member on a non-confidential basis from a source other than the Company, any other Member or any of their respective Affiliates or its Representatives (provided that such Member is not aware that such source is under an obligation to keep such Confidential Information confidential) prior to such information being provided to such Member by (or obtained from) the Company, any other Member or any of their respective Affiliates or its Representatives. 19.2 Permitted Disclosure of Confidential Information. (a) Notwithstanding Section 19.1, a Member may disclose Confidential Information as follows: (i) Confidential Information may be provided, on a confidential basis, to such Member’s managers, officers, directors, employees, partners, members, representatives, attorneys, accountants, other professional advisors and financing sources (collectively, “Representatives”), who need to be provided such Confidential Information to assist such Member in evaluating its investment in the Company; provided, however, that such Member shall cause its Representatives to comply, and such Member shall be responsible for ensuring that its Representatives comply, with the restrictions in this Article 19 and shall be responsible for any breach of this provision by any such Representative. (ii) Confidential Information may be provided, on a confidential basis, to an actual or potential Transferee of all or a portion of the Units owned, held or controlled by such Member, to the extent reasonably necessary to consummate a sale or other Transfer of such Units permitted under this Agreement; provided, however, that (x) in the case that such actual or potential Transferee is a Competitor, such disclosure shall be permitted only if such Competitor has been expressly authorized by the Board to receive Confidential Information, and (y) prior to such Member’s delivery of Confidential Information to an actual or potential Transferee of Units pursuant to this paragraph, such actual or potential Transferee shall have executed and delivered to such Member and the Company a Transferee confidentiality agreement substantially in the form attached hereto as Exhibit D. (iii) In the event that such Member (x) determines, in good faith upon the written advice of counsel, that disclosure of Confidential Information is required under applicable law or regulation, or (y) is requested or required by oral questions, interrogatories, request for information or documents in legal confidential confidential

-58- NY 72934447v9 proceedings, subpoena, civil investigative demand or similar process, or by regulatory authorities having jurisdiction over such Member to disclose any of the Confidential Information, such Member will (A) use commercially reasonable efforts to preserve the confidentiality of the Confidential Information sought to be disclosed; and (B) to the extent legally permitted, promptly provide the Company with written notice so that the Company may seek an appropriate protective order or other remedy and/or waive compliance with this Agreement and, if requested by the Board, assist the Company to seek such a protective order or other remedy. Provided that such notice (to the extent legally permitted) is furnished, if, in the absence of a protective order, other remedy or receipt of a waiver by the Company, such Member is, in the written opinion of its counsel, legally compelled to disclose Confidential Information or else be held liable for contempt or suffer other censure or penalty, such Member may disclose pursuant to this Section 19.2(a)(iii) only that portion of such Confidential Information, and only to those parties, that such counsel has advised in writing must be disclosed, without liability under this Agreement. (b) Termination. All the rights and obligations of a Member set forth in this Article 19 shall terminate automatically upon the expiration of the Confidentiality Period applicable to such Member; provided, however, that no such termination shall relieve any Member from any liability relating to any breach of this Article 19. 19.3 United States Tax Confidentiality Waiver. Notwithstanding anything contained in this Agreement or any Transferee confidentiality agreement, the Company, each manager or officer of the Company, the Board and each committee thereof, and their respective advisors, authorize each Member and each of its employees, representatives or other agents, from and after the commencement of any discussions with any such party, to disclose to any and all Persons, without limitation of any kind, the United States income and franchise tax treatment and United States income and franchise tax structure of the Company and any transaction entered into by the Company and all materials of any kind (including tax opinions or other tax analyses) relating to such tax treatment or tax structure that are provided to such Member, insofar as such treatment and/or structure relates to a United States income or franchise tax strategy provided to such Member by the Company, by any officer or manager of the Company, by the Board or any committee thereof, or by any of their respective advisors, except for any information identifying any officer or manager of the Company, or any other Member, or (except to the extent relevant to such tax structure or tax treatment) any non-public commercial or financial information. Article 20 CORPORATE CONVERSION 20.1 Conversion to Corporate Entity. (a) All Members hereby agree that, upon the affirmative vote or consent of Members holding more than fifty percent (50%) of the then issued and outstanding Units, voting or consenting as a single class, the Board may cause the Company to be converted into or reorganized as a corporation (the “Reorganized Corporation”) by way of statutory conversion, merger, consolidation or otherwise (including by the transfer of all of the assets of the Company, subject to the Company’s liabilities (or the transfer of any portion of such assets and liabilities) to one or more corporations in exchange for shares of such corporation(s) confidential confidential

-59- NY 72934447v9 and the subsequent distribution of such shares) (the “Corporate Conversion”). Pursuant to the Corporate Conversion, the then-issued and outstanding Class A Units shall be automatically converted into an equal number of shares of Class A common stock of the Reorganized Corporation (“Class A Common Stock”), the then-issued and outstanding Class B Units shall be automatically converted into an equal number of shares of Class B common stock of the Reorganized Corporation (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”), and all then-issued and outstanding options, warrants or other securities that are convertible into, or exchangeable or exercisable for, Class A Units or Class B Units shall be converted into options, warrants or other securities of the Reorganized Corporation that are convertible into, or exchangeable or exercisable for, an equal number of shares of Class A Common Stock and Class B Common Stock, respectively. The shares of Common Stock so issued shall have the same percentage ownership, rights, preferences and obligations as were applicable to the Units exchanged for such shares, except for differences that are approved by the affirmative vote or consent of Members holding more than fifty percent (50%) of the then issued and outstanding Units, voting or consenting as a single class. In addition, the Members agree to raise no objection against any Corporate Conversion, take all such necessary and desirable actions reasonably requested by the Company in connection with such Corporate Conversion (including expressly waiving any dissenters’, appraisal or similar rights), and cooperate in good faith and execute all documents reasonably necessary to best effectuate the Corporate Conversion while continuing in full force and effect, to the extent consistent with such Corporate Conversion, the terms, provisions and conditions of this Agreement, including all rights, protections and benefits afforded to parties to this Agreement. The Company will bear all of its own expenses and any and all reasonable and documented out-of-pocket expenses of the Members (including any and all transfer, stamp or similar taxes, any filing fees and expenses for any required governmental filings of the Company and/or any Member, and the reasonable and documented legal and accounting fees and expenses of the Members) in connection with the Corporate Conversion. The Company will not effect a Corporate Conversion until all required waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), applicable to any Member shall have expired or been terminated. In the event of a Corporate Conversion, the Company will promptly comply with any filing obligations under the HSR Act and will reasonably cooperate with any Member in respect of such Member’s filing obligations under the HSR Act. It is the intent of the Members that the Corporate Conversion, however accomplished, is part of the Member’s investment decision with respect to the Units or other Interests. (b) If, after a Corporate Conversion, the Reorganized Corporation subsequently consummates a Qualified Public Offering, then (i) all the then-issued and outstanding shares of Class B Common Stock will automatically convert into an equal number of shares of Class A Common Stock and (ii) all outstanding options, warrants or other securities that are convertible into, or exchangeable or exercisable for, Class B Common Stock will become convertible into, or exchangeable or exercisable for, an equal number of shares of Class A Common Stock. [Signature pages follow] confidential confidential

confidential confidential IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date. WAYZATA OPPORTUNITIES FUND II, L.P. By: WOF II GP, L.P., its General Partner By: WOF II GP, LLC, its General Partner By: Name: Joseph M. Deignan Title: Authorized Signatory Signature Page to Amended and Restated LLC Agreement Of Neff Holdings LLC

confidential confidential NEFF HOLDINGS LLC By: Name: Joseph M. Deignam Title: Authorized Signatory Signature Page to Amended and Restated LLC Agreement Of Neff Holdings LLC

Schedule A NY 72934447v9 Schedule A CLASS A MEMBERS Name, Mailing Address, Facsimile Number and E-Mail Address of Member Capital Contributions Class A Units Wayzata Opportunities Fund II, L.P. c/o Wayzata Investments Partners LLC 701 East Lake Street, Suite 300 Wayzata, MN 55391 Fax: 952-345-8901 Attn: Susan D. Peterson Email: speterson@wayzpartners.com $181,600,000 7,610,800 Wayzata Opportunities Fund II, L.P. c/o Wayzata Investments Partners LLC 701 East Lake Street, Suite 300 Wayzata, MN 55391 Fax: 952-345-8901 Attn: Susan D. Peterson Email: speterson@wayzpartners.com $32,541,301.33 1,363,796 Wayzata Opportunities Fund Offshore II, L.P. c/o Maples Corporate Services Limited P.O. Box 309GT Ugland House, South Church Street George Town, Grand Cayman KY1-1104 $5,378,324.31 225,404 Total: $219,519,625.64 9,200,000 confidential confidential

Schedule B NY 72934447v9 Schedule B Initial Officers Chairman James Continenza Chief Executive Officer Graham Hood Chief Financial Officer Mark Irion Secretary Mark Irion Treasurer Mark Irion confidential confidential

Exhibit A NY 72934447v9 Exhibit A Form of Joinder Agreement The undersigned hereby agrees, effective as of the date hereof, to become a party to that certain Amended and Restated Limited Liability Company Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time, together with any schedules, exhibits and annexes thereto, the “Agreement”) of Neff Holdings LLC (the “Company”), dated as of October 1, 2010, by and among the Company and the Members (as defined in the Agreement), and for all purposes of the Agreement the undersigned shall, effective as of the date hereof, be bound by the terms and provisions of the Agreement applicable to Members and be included within the term “Member” (as defined in the Agreement). The mailing address, facsimile number and electronic mail address to which notices may be sent to the undersigned is as follows: [ADDRESS] Facsimile No.: E-Mail Address: [ ] Date:  By: Title: confidential confidential

Exhibit B NY 72934447v9 Exhibit B Forms of Representation Letters [TRANSFEREE’S LETTER] [Date] Neff Holdings LLC [Address] Attention: Secretary Re: Proposed Transfer of Securities (as defined below) Ladies and Gentlemen: This representation letter (this “Letter”) is being delivered by [NAME OF TRANSFEREE] (“Transferee”), in accordance with Section 9.1(c) of the Amended and Restated Limited Liability Company Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time, together with any schedules, exhibits and annexes thereto, the “Operating Agreement”; each capitalized term used but not defined herein has the meaning given to such term in the Operating Agreement) of Neff Holdings LLC (the “Company”), in connection with a possible transaction involving the sale or transfer by [NAME OF TRANSFEROR] (“Transferor”) of certain Units (the “Securities”) to Transferee (such sale or transfer herein defined as, the “Transaction”). In connection with, and as a condition to, the Transaction, Transferee hereby makes the following representations and warranties to Transferor and the Company: 1. Transferee has full legal right, power and authority, and all approvals required by law, to deliver this Letter. 2. Transferee (a) has performed its own due diligence with respect to its investment in the Securities, (b) has had full access to any and all information desired by Transferee relating to the Company and its business, affairs, results of operations and financial condition, and (c) has made such investigation of the Company as Transferee has deemed necessary or appropriate in connection with the Transaction. 3. Transferee is not relying on Transferor, the Company or any person or entity (other than Transferee’s own advisors) with respect to the legal, tax and other economic considerations of Transferee relating to the Transaction. 4. Transferee is acquiring the Securities for its own account and is not acquiring the Securities with a view to, or for resale in connection with, any distribution of the Securities, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the “Securities Act”). confidential confidential

Exhibit B NY 72934447v9 5. Transferee is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and has not been formed for the purpose of acquiring the Securities. 6. Transferee understands that the Securities to be acquired by it have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act. 7. Transferee has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. Transferee acknowledges that an investment in the Company involves substantial risks. Transferee is able to bear the economic risk of its investment in the Company for an indefinite period of time. 8. The Transaction has been privately negotiated between Transferor and Transferee. Transferee has not received, and is not aware of, any public media advertisements and has not been solicited by any form of mass mailing or similar solicitation with respect to its purchase of the Securities. 9. Transferee acknowledges that the Company is relying upon the foregoing representations and warranties in determining the Transaction’s compliance with laws and regulations applicable to any transfer of the Securities and the terms of the Operating Agreement. Very truly yours, TRANSFEREE [ ] By: Name: Title: confidential confidential

Exhibit B NY 72934447v9 [TRANSFEROR’S LETTER] [Date] Neff Holdings LLC [Address] Attention: Secretary Re: Proposed Transfer of Securities (as defined below) Ladies and Gentlemen: This representation letter (this “Letter”) is being delivered by [NAME OF TRANSFEROR] (“Transferor”), in accordance with Section 9.1(c) of the Amended and Restated Limited Liability Company Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time, together with any schedules, exhibits and annexes thereto, the “Operating Agreement”; each capitalized term used but not defined herein has the meaning given to such term in the Operating Agreement) of Neff Holdings LLC (the “Company”), in connection with a possible transaction involving the sale or transfer by Transferor of certain Units (the “Securities”) to [NAME OF TRANSFEREE] (“Transferee”) (such sale or transfer herein defined as, the “Transaction”). In connection with, and as a condition to, the Transaction, Transferor hereby makes the following representations and warranties to Transferee and the Company: 1. Transferor is the beneficial [and record] owner of the Securities, free and clear of any Lien or other claim of any third party. 2. Transferor acquired the Securities in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended. 3. Transferor has full legal right, power and authority, and all approvals required by law, to deliver this Letter, and to sell, assign, transfer and deliver the Securities. 4. The Transaction has been privately negotiated between Transferor and Transferee. Transferor has not engaged in, and is not aware of, any public media advertisements or any mass mailing or similar solicitation with respect to its sale or transfer of the Securities. 5. Transferor acknowledges that the Company is relying upon the foregoing representations and warranties in determining the Transaction’s compliance with laws and regulations applicable to any transfer of the Securities and the terms of the Operating Agreement. confidential confidential

Exhibit B NY 72934447v9 Very truly yours, TRANSFEROR [ ] By: Name: Title: confidential confidential

Exhibit C NY 72934447v9 Exhibit C FORM OF TRANSFEREE CONFIDENTIALITY AGREEMENT [NAME OF POTENTIAL TRANSFEREE] [ADDRESS] Attention: Re: Confidentiality Agreement Ladies and Gentlemen: In connection with a possible transaction (the “Transaction”) involving the sale or transfer of limited liability company interests of Neff Holdings LLC (the “Company”) owned, held or controlled by [INSERT NAME OF TRANSFEROR] (the “Transferor”) to [INSERT NAME OF POTENTIAL TRANSFEREE] (the “Potential Transferee”), the Transferor is prepared to make available to the Potential Transferee certain Confidential Information (as defined below). As a condition to such Confidential Information being furnished to the Potential Transferee, the Potential Transferee hereby agrees that it will comply with the following terms of this letter agreement (this “Confidentiality Agreement”): 1. Confidential Information. “Confidential Information” means (a) any (x) confidential, business, financial or proprietary information regarding the Company or any of its subsidiaries, or any confidential, business, financial or proprietary information regarding the business or affairs of any member of the Company in respect of the Company or any of its subsidiaries (in any such case, irrespective of the form of communication), that has been obtained by the Transferor from the Company or any of its subsidiaries, from the Company’s or any such subsidiary’s legal and financial advisors or any other agents or advisors engaged by the Company or any of its subsidiaries, or from any member of the Company and (y) notes, analyses, compilations, studies, interpretations or other documents prepared by the Transferor or the Potential Transferee, or any of their respective officers, directors, employees, partners, members, representatives, attorneys, accountants, other professional advisors and financing sources (collectively, “Representatives”), which contain, reflect or are based upon the information referred to in clause (x) above. Confidential Information shall not include information which (A) is known or becomes known to the public in general (other than as a result of a breach of its confidentiality obligations hereunder or otherwise by the Transferor, the Potential Transferee or any of their respective Representatives) or (B) is or becomes available to the Potential Transferee on a non-confidential basis from a source other than the Transferor or any of its Representatives (provided that the Potential Transferee is not aware that such source is under an obligation to keep such Confidential Information confidential) prior to such information being provided to such Potential Transferee by (or obtained from) the Transferor or its Representatives. (b) The Potential Transferee recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that could result to the Company, the Transferor and any other member of the Company if any Confidential Information confidential confidential

Exhibit C NY 72934447v9 is disclosed to a third party, and hereby agrees that it will keep strictly confidential and will not disclose, divulge or use for any purpose, other than to evaluate the Transaction, the Confidential Information delivered, disclosed or furnished (irrespective of the form of communication) by, or on behalf of, the Transferor to the Potential Transferee or any of its Representatives; provided, however, that any of the Confidential Information may be disclosed, on a confidential basis, to any of the Potential Transferee’s Representatives that need to know such information for the purpose of evaluating the Transaction. The Potential Transferee shall cause its Representatives to comply, and the Potential Transferee shall be responsible for ensuring that its Representatives comply, with the restrictions set forth in this Confidentiality Agreement and shall be responsible for any breach of this provision by any such Representative. 2. Disclosure of Confidential Information. In the event that the Potential Transferee (a) determines, in good faith upon the written advice of counsel, that disclosure of Confidential Information is required under applicable law or regulation, or (b) is requested or required (by oral questions, interrogatories, request for information or documents in legal proceedings, subpoena, civil investigative demand or similar process, or by regulatory authorities having jurisdiction over the Potential Transferee) to disclose any of the Confidential Information or to take any other action prohibited hereby, the Potential Transferee, to the extent legally permitted, will promptly provide the Transferor and the Company with written notice so that they may seek an appropriate protective order or other remedy and/or waive compliance with the provisions of this Confidentiality Agreement. Provided that such foregoing notice (if legally permitted) is furnished, if, in the absence of a protective order, other remedy or receipt of a waiver, the Potential Transferee is, in the written opinion of its counsel, compelled to disclose Confidential Information or else be held liable for contempt or suffer other censure or penalty, the Potential Transferee may disclose pursuant to this paragraph only that portion of such Confidential Information, and only to those parties, that such counsel has advised in writing must be disclosed, without liability under this Confidentiality Agreement. 3. Return and Destruction of Confidential Information. In the event that the Potential Transferee decides not to proceed with the Transaction, the Potential Transferee will promptly inform the Transferor of that decision. In that case, or at any time upon the request of the Transferor for any reason, the Potential Transferee will, as directed by the Transferor, promptly deliver to the Transferor or the Company all Confidential Information (and any copies thereof) furnished to the Potential Transferee or any of its Representatives, by or on behalf of the Transferor. In the event of such a decision or request, all other Confidential Information prepared by the Potential Transferee or on the Potential Transferee’s behalf, shall be returned or destroyed. Upon the Transferor’s request, the Potential Transferee shall provide the Transferor with prompt written confirmation of the Potential Transferee’s compliance with this paragraph. Notwithstanding the return or destruction of the Confidential Information, the Potential Transferee and its Representatives shall continue to be bound by the obligations of confidentiality and other obligations and agreements hereunder. 4. No Representations or Warranties. The Potential Transferee understands, acknowledges and agrees that neither the Company or any of its subsidiaries, nor the Transferor or any other member of the Company makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information furnished hereunder, and neither the Company or any of its subsidiaries, nor the Transferor or any other member of the confidential confidential

Exhibit C NY 72934447v9 Company shall have any liability to the Potential Transferee or to any of its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding any transactions contemplated hereby, when, as and if executed and delivered, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 5. Injunctive Relief. It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered by the Company and the Transferor if the Potential Transferee fails to comply with any of the obligations imposed on it by this Confidentiality Agreement and that in the event of any such failure, the Transferor and the Company will be irreparably damaged and will not have an adequate remedy at law. The Transferor and the Company, therefore, shall be entitled to seek injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Confidentiality Agreement, the Potential Transferee shall not raise the defense that there is an adequate remedy at law. The Potential Transferee hereby waives, and shall cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any action brought for injunctive relief hereunder. 6. Governing Law. THIS CONFIDENTIALITY AGREEMENT AND ANY CONFLICTS ARISING HEREUNDER OR RELATED HERETO SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE TRANSFEROR AND THE POTENTIAL TRANSFEREE HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK, AND ANY JUDICIAL PROCEEDING BROUGHT AGAINST THE TRANSFEROR OR THE POTENTIAL TRANSFEREE WITH RESPECT TO ANY DISPUTE ARISING OUT OF THIS CONFIDENTIALITY AGREEMENT OR ANY MATTER RELATED HERETO SHALL BE BROUGHT ONLY IN SUCH COURTS. EACH OF THE TRANSFEROR AND THE POTENTIAL TRANSFEREE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE TRANSFEROR AND THE POTENTIAL TRANSFEREE HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUCH PROCEEDING BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS SPECIFIED BELOW, OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE TRANSFEROR AND THE POTENTIAL TRANSFEREE HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. confidential confidential

Exhibit C NY 72934447v9 7. Term. This Confidentiality Agreement will terminate on the earlier of (a) two (2) years from the date hereof and (b) the Potential Transferee executing a Joinder Agreement to the Amended and Restated Limited Liability Company Agreement of Neff Holdings LLC, dated as of October 1, 2010, among Neff Holdings LLC and its members, as amended, supplemented, amended and restated or otherwise modified from time to time, agreeing to be bound by the terms of Article 19 thereof; provided, however, that no such termination of this Confidentiality Agreement shall relieve the Potential Transferee from any liability relating to any breach of this Confidentiality Agreement. 8. Notices. All notices, requests, waivers and other communications made pursuant to this Confidentiality Agreement shall be in writing and shall be deemed to have been effectively given (a) when personally delivered to the party to be notified; (b) when sent by confirmed facsimile to the party to be notified; (c) three (3) business days after deposit in the United States mail, postage prepaid, by certified or registered mail with return receipt requested, addressed to the party to be notified; or (d) one (1) business day after deposit with a national overnight delivery service, postage prepaid, addressed to the party to be notified with nextbusiness day delivery guaranteed, in each case as follows: to the Transferor, at: [ ] to the Potential Transferee, at: [ ] A party may change its address or facsimile number for purposes of notice hereunder by giving notice of such change to the other party in the manner provided in this Section 8. 9. Miscellaneous. This Confidentiality Agreement contains the entire agreement between the Transferor and the Potential Transferee regarding its subject matter and supersedes all prior agreements, understandings, arrangements and discussions between the Transferor and the Potential Transferee regarding such subject matter. It is understood and agreed that no failure or delay by the Transferor or the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No provision in this Confidentiality Agreement can be waived or amended except by written consent of the Transferor, the Potential Transferee and the Company, which consent shall specifically refer to the provision to be waived or amended and shall explicitly make such waiver or amendment. This Confidentiality Agreement may be signed by facsimile and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument. If any provision of this Confidentiality Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Confidentiality Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such confidential confidential

Exhibit C NY 72934447v9 violation. The provisions of this Confidentiality Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns. The Potential Transferee may not assign this Confidentiality Agreement without the prior written consent of the Transferor. The Potential Transferee agrees and acknowledges that the Company shall be an express third party beneficiary hereof, having all rights to enforce this Confidentiality Agreement. confidential confidential

Exhibit C NY 72934447v9 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Confidentiality Agreement as of this day of , 20 . Very truly yours, TRANSFEROR [ ] By: Name: Title: CONFIRMED AND AGREED as of the date written above: POTENTIAL TRANSFEREE [ ] By: Name: Title: confidential confidential

NY 73005389v3 FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEFF HOLDINGS LLC This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”), dated as of October 20, 2010 (the “Effective Date”), is entered into by the undersigned members (collectively, the “Members”) of Neff Holdings LLC, a Delaware limited liability company (the “Company”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the Operating Agreement (as defined below). W I T N E S S E T H: WHEREAS, the Members previously entered into the Company’s Amended and Restated Limited Liability Company Agreement, dated as of October 1, 2010 (as amended, supplemented or otherwise modified from time to time, together with any schedules, exhibits and annexes thereto, the “Operating Agreement”); WHEREAS, on the Effective Date, the Members hold one hundred percent (100%) of the issued and outstanding Class A Units (as defined in the Operating Agreement) and comprise the “Majority Members” for purposes of the Operating Agreement; and WHEREAS, Section 16.1 of the Operating Agreement provides that the Operating Agreement may be amended or modified only by a written instrument executed by the Majority Members. NOW, THEREFORE, the Members hereby agree that, effective upon the Effective Date, the Operating Agreement is hereby amended as follows: 1. Amendment to Section 6.2(a). Section 6.2(a) of the Operating Agreement is amended and restated in its entirety to read as follows: “Board. The Board shall consist of not less than one (1) nor more than thirteen (13) managers. Within the limits specified in the preceding sentence, the number of managers shall be determined from time to time by resolution of the Board or by resolution of the Majority Members; provided that the Board shall at all times include the individual that then serves as the Chief Executive Officer of the Company, with the remaining number of managers fixed by or in accordance with this Section 6.2(a) to be elected by the Majority Members. No decrease in the number of managers shall shorten the term of any incumbent manager. Managers must be natural persons at least eighteen (18) years of age but need not be Members, residents of the State of Delaware or citizens of the United States.” confidential confidential

2 NY 73005389v3 2. Amendment to Section 6.14. Section 6.14 of the Operating Agreement is amended and restated in its entirety to read as follows: “Vacancies. Any vacancy in the Board resulting from a manager’s (other than the Chief Executive Officer’s) death, incapacity, resignation, retirement, disqualification, removal from office, or other cause, shall be filled within ninety (90) days by approval of the Majority Members. Any vacancy in the Board resulting from the Chief Executive Officer’s death, incapacity, resignation, retirement, disqualification, removal from office, or other cause, shall be filled by the individual that assumes the position of Chief Executive Officer. If the number of managers is increased in accordance with Section 6.2(a), then the additional manager(s) shall be elected in the manner provided in this Section 6.14 for the filling of vacancies in the Board.” 3. Miscellaneous. (a) Except as expressly provided herein, this Amendment shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the obligations, covenants, representations, warranties or rights contained in the Operating Agreement, all of which are ratified, confirmed and reaffirmed in all respects and shall continue in full force and effect. (b) Each reference to the Operating Agreement hereafter made in any document, agreement, instrument, notice or communication shall mean and be a reference to the Operating Agreement as amended and modified hereby. (c) This Amendment, together with the Operating Agreement, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Members with respect to such subject matter. (d) This Amendment may be executed in any number of counterparts, each of which will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of this Amendment by facsimile or portable document format (PDF) will be effective as delivery of a manually executed counterpart of this Amendment. [Remainder of Page Intentionally Left Blank.] confidential confidential

confidential confidential

EX-10.5

Exhibit 10.5

EXECUTION VERSION

SECOND LIEN CREDIT AGREEMENT

dated as of

June 9, 2014

among

NEFF HOLDINGS LLC,

as Holdings,

NEFF LLC,

as Parent,

NEFF RENTAL LLC,

as Borrower,

THE LENDERS PARTY HERETO,

and

CREDIT SUISSE AG,

as Administrative Agent and Collateral Agent,

and

CREDIT SUISSE SECURITIES (USA) LLC and JEFFERIES FINANCE LLC,

as Joint Bookrunners and Joint Lead Arrangers,

and

JEFFERIES FINANCE LLC,

as Syndication Agent

ARTICLE 1
DEFINITIONS
Section 1.01.	Defined Terms	2
Section 1.02.	Terms Generally	39
Section 1.03.	Pro Forma Calculations	39
Section 1.04.	Classification of Loans and Borrowings	39
ARTICLE 2
THE CREDITS
Section 2.01.	Commitments	40
Section 2.02.	Loans	40
Section 2.03.	Borrowing Procedure	41
Section 2.04.	Evidence of Debt; Repayment of Loans	42
Section 2.05.	Fees	42
Section 2.06.	Interest on Loans	42
Section 2.07.	Default Interest	43
Section 2.08.	Alternate Rate of Interest	43
Section 2.09.	Termination and Reduction of Commitments	43
Section 2.10.	Conversion and Continuation of Borrowings	44
Section 2.11.	Repayment of Borrowings	45
Section 2.12.	Voluntary Prepayment	45
Section 2.13.	Mandatory Prepayments	46
Section 2.14.	Reserve Requirements; Change in Circumstances	47
Section 2.15.	Change in Legality	48
Section 2.16.	Breakage	49
Section 2.17.	Pro Rata Treatment	50
Section 2.18.	Sharing of Setoffs	50
Section 2.19.	Payments	51
Section 2.20.	Taxes	51
Section 2.21.	Assignment of Commitments Under Certain Circumstances; Duty
	to Mitigate	55
Section 2.22.	Extension of Loans	57
Section 2.23.	Defaulting Lenders	59
Section 2.24.	Incremental Facilities	60
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.01.	Organization; Powers	62
Section 3.02.	Authorization	62
Section 3.03.	Enforceability	63
Section 3.04.	Approvals	63

ii

Section 3.05.	Financial Statements	63
Section 3.06.	No Material Adverse Change	63
Section 3.07.	Title to Properties; Possession Under Leases	63
Section 3.08.	Subsidiaries	63
Section 3.09.	Litigation; Compliance with Laws	64
Section 3.10.	Agreements	64
Section 3.11.	Federal Reserve Regulations	64
Section 3.12.	Not a Regulated Entity	64
Section 3.13.	Use of Proceeds	65
Section 3.14.	Tax Returns	65
Section 3.15.	No Material Misstatements	65
Section 3.16.	Employee Benefit Plans	65
Section 3.17.	Environmental Matters	66
Section 3.18.	Insurance	67
Section 3.19.	Security Documents	67
Section 3.20.	Location of Real Property and Leased Premises	68
Section 3.21.	Labor Matters	68
Section 3.22.	Solvency	68
Section 3.23.	No Defaults	68
Section 3.24.	[Reserved]	68
Section 3.25.	Intellectual Property	68
Section 3.26.	Anti-Terrorism Law; Foreign Corrupt Practices Act	69
ARTICLE 4
CONDITIONS OF LENDING
Section 4.01.	Conditions to Closing	69
Section 4.02.	Conditions to Closing of Each Incremental Facility	72
ARTICLE 5
AFFIRMATIVE COVENANTS
Section 5.01.	Existence; Compliance with Laws; Businesses and Properties	72
Section 5.02.	Insurance	73
Section 5.03.	Taxes	73
Section 5.04.	Financial Statements, Reports, etc.	74
Section 5.05.	Litigation and Other Notices	76
Section 5.06.	Information Regarding Collateral	77
Section 5.07.	Maintaining Records; Access to Properties and Inspections;
	Maintenance of Ratings	78
Section 5.08.	Use of Proceeds	78
Section 5.09.	Additional Guarantors	78
Section 5.10.	Additional Collateral; Further Assurances	79
Section 5.11.	Designation of Unrestricted Subsidiaries	80
Section 5.12.	Post-Closing Matters	81

iii

ARTICLE 6
NEGATIVE COVENANTS
Section 6.01.	Indebtedness	82
Section 6.02.	Liens	85
Section 6.03.	Sale and Leaseback Transactions	87
Section 6.04.	Restricted Payments; Restrictive Agreements	87
Section 6.05.	Investments, Loans and Advances	89
Section 6.06.	Disposition of Assets	90
Section 6.07.	[Reserved]	91
Section 6.08.	Restrictions on Payment of Certain Indebtedness	91
Section 6.09.	Fundamental Changes	91
Section 6.10.	[Reserved]	92
Section 6.11.	Amendments to Other Indebtedness and Agreements	92
Section 6.12.	[Reserved]	92
Section 6.13.	Accounting Changes	92
Section 6.14.	Hedging Agreements	92
Section 6.15.	Conduct of Business	92
Section 6.16.	Affiliate Transactions	93
Section 6.17.	Plans	93
Section 6.18.	[Reserved]	93
Section 6.19.	Limited Activities	93
ARTICLE 7
EVENTS OF DEFAULT
Section 7.01.	Events of Default	93
ARTICLE 8
THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT; ETC.
ARTICLE 9
MISCELLANEOUS
Section 9.01.	Notices; Electronic Communications	100
Section 9.02.	Survival of Agreement	103
Section 9.03.	Binding Effect	103
Section 9.04.	Successors and Assigns	103
Section 9.05.	Expenses; Indemnity	110
Section 9.06.	Right of Setoff	111
Section 9.07.	Applicable Law	112
Section 9.08.	Waivers; Amendment	112
Section 9.09.	Interest Rate Limitation	113

iv

Section 9.10.	Entire Agreement	114
Section 9.11.	WAIVER OF JURY TRIAL	114
Section 9.12.	Severability	114
Section 9.13.	Counterparts	115
Section 9.14.	Headings	115
Section 9.15.	Jurisdiction; Consent to Service of Process	115
Section 9.16.	Confidentiality	116
Section 9.17.	Lender Action	116
Section 9.18.	USA PATRIOT Act Notice	117
Section 9.19.	No Fiduciary Duty	117
Section 9.20.	Electronic Execution of Assignments	117

v

SCHEDULES
Schedule 1.01	—	Guarantors
Schedule 2.01	—	Lenders and Commitments
Schedule 3.08	—	Subsidiaries
Schedule 3.09	—	Litigation
Schedule 3.10	—	Restrictive Agreements
Schedule 3.14	-	Tax Returns
Schedule 3.16	—	Employee Benefit Plans
Schedule 3.17	—	Environmental Matters
Schedule 3.18	—	Insurance
Schedule 3.19	—	UCC Filing Offices
Schedule 3.20(a)	—	Owned Real Property
Schedule 3.20(b)	—	Leased Real Property
Schedule 3.25	—	Intellectual Property
Schedule 5.12	—	Post-Closing Collateral Matters
Schedule 6.01(d)	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens
Schedule 6.05	—	Existing Investments
Schedule 6.16	—	Affiliate Transactions
EXHIBITS
Exhibit A	—	Form of Administrative Questionnaire
Exhibit B	—	Form of Assignment and Acceptance
Exhibit C	—	Form of Borrowing Request
Exhibit D-1	—	Form of Guarantee and Collateral Agreement
Exhibit D-2	—	Form of Pledge Agreement
Exhibit E	—	Form of Compliance Certificate
Exhibit F	—	Form of Affiliate Subordination Agreement
Exhibit G-1	—	Form of U.S. Tax Compliance Certificate
Exhibit G-2	—	Form of U.S. Tax Compliance Certificate
Exhibit G-3	—	Form of U.S. Tax Compliance Certificate
Exhibit G-4	—	Form of U.S. Tax Compliance Certificate

i

SECOND LIEN CREDIT AGREEMENT dated as of June 9, 2014 (this “Agreement”), among NEFF RENTAL LLC, a Delaware limited liability company (the “Borrower”), NEFF LLC, a Delaware limited liability company (the “Parent”), NEFF HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article 1), and CREDIT SUISSE AG (“Credit Suisse”), as administrative agent (in such capacity, including any successor thereto in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto in such capacity, the “Collateral Agent”) for the Lenders.

The Borrower has requested the Lenders to extend credit in the form of Loans on the Closing Date in an aggregate principal amount not in excess of $575,000,000. The Borrower shall use the proceeds of the Loans solely (i) to redeem its outstanding 9.625% Senior Secured Notes due 2016 (the “Existing Notes”) in full in accordance with the indenture related thereto, (ii) to recapitalize its capital structure by paying a cash distribution on the Closing Date to direct and indirect holders of its Equity Interests in an aggregate amount not to exceed $355,000,000 (the “2014 Distribution”), (iii) for general corporate purposes and (iv) to pay fees and expenses incurred in connection with the Transactions, including prepayment premiums in connection with the redemption of the Existing Notes.

The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01.Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquired Entity” shall have the meaning assigned to such term in the definition of “Permitted Acquisition.”

“Additional Lenders” shall mean any Eligible Assignee (other than an Affiliated Lender or Purchasing Borrower Party) that makes an Incremental Loan pursuant to Section 2.24.

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the product of (i) the LIBO Rate in effect for such Interest Period and (ii) Statutory Reserves; provided that the Adjusted LIBO Rate shall not be less than 1.00% per annum.

“Administrative Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such Person; provided, however, that, for purposes of the definition of “Eligible Assignee” and Section 6.16, the term “Affiliate” shall also include any Person that directly or indirectly owns 5% or more of any class of Equity Interests of the Person specified or that is an officer or director of the Person specified.

“Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

“Affiliated Lender” shall mean the Sponsor and any other Affiliate of any Loan Party, other than Holdings and any Subsidiary of Holdings, in each case, that becomes an assignee pursuant to Section 9.04.

“Agents” shall have the meaning assigned to such term in Article VIII.

“Agreement” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Agreement Value” shall mean, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements) that Holdings, Parent, Borrower or any Restricted Subsidiary would be required to pay if such Hedging Agreement were terminated on such date.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00%, and (c) the Adjusted LIBO Rate for a one month Interest Period determined on such day (or, if such day is not a Business Day, the immediately preceding Business Day) determined by the Administrative Agent at approximately 11:00 a.m. (London time) on such date by reference to the Intercontinental Exchange Benchmark Administration (or successor thereto) plus 1.00%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate

3

or the Adjusted LIBO Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.26.

“Applicable Law” shall mean all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

“Applicable Margin” shall mean, for any day (a) with respect to any Eurodollar Loan, 6.25% per annum and (b) with respect to any ABR Loan, 5.25% per annum.

“Asset Sale” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by any Loan Party or any of the Restricted Subsidiaries to any Person other than any Loan Party of (a) any Equity Interests of any of the Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of any Loan Party or any of the Restricted Subsidiaries (other than (i) Inventory, damaged, obsolete or worn out assets, scrap and Cash Equivalents, in each case, disposed of in the Ordinary Course of Business, (ii) dispositions between or among Restricted Subsidiaries that are not Guarantors, (iii) one or more sales, transfers or other dispositions generating Net Cash Proceeds not in excess of $7,500,000 in the aggregate per fiscal year and (iv) Sale and Leaseback Transactions).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form (including electronic documentation generated by ClearPar, Markitclear or other electronic platform) by as shall be approved by the Administrative Agent.

“Available Amount” shall mean, on any date of determination, an amount equal to difference between:

(a)the sum of:

(i)$30,000,000 (less the aggregate amount of Investments made in Unrestricted Subsidiaries or joint ventures pursuant to Section 6.05(o)), plus

(ii)the Cumulative Retained Excess Cash Flow Amount on such date, plus

(iii)the net cash proceeds from (A) the issuance of Equity Interests of Holdings after the Closing Date (other than Disqualified Stock) and (B) all contributions of cash common equity to Holdings, plus

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(iv)the aggregate net cash proceeds and the fair market value (as determined in good faith by the Board of Directors of Holdings) of property or assets received by Holdings, Parent, the Borrower or any Restricted Subsidiary from the issuance and sale by Holdings, Parent, the Borrower or any Restricted Subsidiary after the Closing Date of Indebtedness that shall have been converted into or exchanged for Equity Interests of Holdings or a direct or indirect parent entity of Holdings, Parent, the Borrower or any such Restricted Subsidiary (other than Disqualified Stock); plus

(v)to the extent not already reflected as a return of capital with respect to such Investment for purposes of determining the amount of the Investment, the proceeds received by Holdings, Parent, Borrower or any Restricted Subsidiary after the Closing Date in connection with cash returns, cash profits, cash distributions and similar cash amounts, repayments of loans in cash, in each case received on any Investment made after the Closing Date pursuant to Section 6.05(n) (in an amount not to exceed the original amount of such Investment); plus

(vi)an amount equal to the sum of (A) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated into, Holdings, Parent, the Borrower or any Restricted Subsidiary, the amount of the Investments of Holdings, Parent, the Borrower or any Restricted Subsidiary in such Subsidiary made after the Closing Date pursuant to Section 6.05(n) (in an amount not to exceed the original amount of such Investment) and (B) the fair market value of the property or assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed to Holdings, Parent, the Borrower or any Restricted Subsidiary after the Closing Date from any dividend or other distribution by an Unrestricted Subsidiary (in an amount not to exceed the original amount of the Investment in such Unrestricted Subsidiary made pursuant to Section 6.05(n)); minus

(b)the aggregate amount of the Available Amount previously utilized pursuant to Section 6.04(a)(vi), Section 6.05(n) and Section 6.08(b)(ii).

“Bankruptcy Code” shall mean Title 11 of the United States Code.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.01.

“Borrowing” shall mean Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

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“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Breakage Event” shall have the meaning assigned to such term in Section 2.16.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City or Miami, Florida are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

“Capital Expenditures” shall mean, for any period, the additions to property, plant and equipment (including Rental Fleet and Equipment) and other capital expenditures of Parent, the Borrower and the Restricted Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period prepared in accordance with GAAP, excluding any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. For the avoidance of doubt, obligations in respect of rental splits shall not be deemed to be, and shall not be, Capital Lease Obligations.

“Cash Equivalents” shall mean:

(a)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of issuance thereof;

(b)readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having a rating of BBB+ or higher from S&P or Baa1 or higher from Moody’s with maturities of twenty-four (24) months or less from the date of acquisition;

(c)commercial paper maturing within one year from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 from S&P or at least P-1 from Moody’s;

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(d)certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent, or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than $250,000,000;

(e)fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (d) above;

(f)shares of any money market mutual or similar fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) through (e) above, (ii) has net assets of not less than $500,000,000 and (iii) has the highest rating obtainable from either S&P or Moody’s; and

(g)other short-term investments utilized by Foreign Restricted Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

“CERCLA” shall mean the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” shall mean the occurrence of any of the following events:

(a)at any time prior to the consummation of a Qualifying IPO, the Permitted Investors cease to “beneficially own” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), or to have the power to vote or direct the voting of, Voting Stock of Holdings representing more than fifty percent (50%) of the voting power of the total outstanding Voting Stock of Holdings;

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(b)at any time as of or after the consummation of a Qualifying IPO, any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and excluding the Permitted Investors) shall become the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock of the Qualifying IPO Issuer representing more than the greater of (i) thirty-five percent (35%) of the voting power of the total outstanding Voting Stock of the Qualifying IPO Issuer and (ii) the percentage of the then-outstanding Voting Stock of the Qualifying IPO Issuer owned directly or indirectly by the Permitted Investors collectively at such time;

(c)after the consummation of a Qualifying IPO, during any period of twelve (12) consecutive months, the board of directors of the Qualifying IPO Issuer shall not, for any reason other than death or disability, consist of a majority of the Continuing Directors;

(d)Holdings ceases to own and control, directly or indirectly, all of the voting rights associated with all of the outstanding Equity Interests of Parent and Borrower; or

(e)a “Change of Control” shall occur under and as defined in the Revolving Credit Facility Documentation.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Closing Date” shall mean June 9, 2014.

“Closing Date Commitment” shall mean, as to any Lender, the obligation of such Lender, if any, to make a Closing Date Loan to the Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “Closing Date Commitment” opposite such Lender’s name on Schedule 2.01, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Closing Date Commitments is $575,000,000.

“Closing Date Loan” shall have the meaning assigned to such term in Section 2.01.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean all the “Collateral” as defined in any Security Document.

“Collateral Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Commitment” shall mean, as to any Lender, the obligation of such Lender, if any, to make a Loan to the Borrower under this Agreement, including its Closing Date Commitment and Incremental Commitment.

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“Communications” shall have the meaning assigned to such term in Section 9.01.

“Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Borrower dated May, 2014.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and (except with respect to clause (ix)) to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) any provision for taxes based on income, capital or profits, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period (including Permitted Tax Distributions), (iii) depreciation for such period, (iv) amortization expense for such period, (v) (A) reasonable and customary fees and expenses in connection with the Transactions and the 2013 Notes Transactions (as defined in the Revolving Credit Facility) including any payment of fees under the Fee Letters (as defined in the Revolving Credit Facility) and any consent payments paid in connection with the Consent Solicitation (as defined in the Revolving Credit Facility) for such period and (B) incentive bonuses and other compensation, if any, paid or payable to employees and/or to members of the board of managers (or equivalent) in connection with the consummation of the Transactions for such period, (vi) all other non-cash charges for such period (including the amount of (A) compensation deduction as the result of any grant of Equity Interests to employees, officers, directors, managers or members of management and (B) asset write-downs but excluding the write-down of any accounts receivable), (vii) losses, expenses or charges arising from discontinued operations and/or the sale of capital assets for such period (excluding losses from the sale of Rental Fleet and Equipment and other Inventory in the Ordinary Course of Business), (viii) any extraordinary and non-recurring expenses or losses for such period, (ix) subject to Section 1.03, restructuring expenses or charges, operating expense reductions, cost savings and synergies (collectively, “Cost Savings”) projected by the Borrower in good faith to be realized in connection with any Pro Forma Transactions and/or other initiatives after the Closing Date (in each case as though such Cost Savings had been realized on the first day of such period and as if such Cost Savings were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) with respect to Cost Savings, a duly completed certificate signed by a Financial Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 5.04, certifying that such Cost Savings are (x) reasonably supportable and quantifiable in the good faith judgment of the Borrower, and (y) reasonably anticipated to be realized within one year after the consummation of the transaction or initiative that is expected to result in such Cost Savings and (B) no Cost Savings shall be added pursuant to this clause (ix) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise; provided, further that the aggregate amount added back pursuant to this clause (ix) shall not exceed 15.0% of

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Consolidated EBITDA with respect to such period (prior to giving effect to the add-back pursuant to this clause (ix)), (x) expenses and charges incurred in connection with the consummation of Permitted Acquisitions, the issuance of Qualified Capital Stock or the incurrence of, or amendments to, Indebtedness (in each case, whether or not the applicable Permitted Acquisition, issuance of Qualified Capital Stock or incurrence of, or amendments to, Indebtedness is consummated), (xi) expenses attributable to minority interests (excluding dividends and other distributions paid or payable in cash to the holders of such minority interests), (xii) expenses in connection with rental splits, (xiii) expenses and charges in connection with impairment of goodwill and other intangible assets and (xiv) out-of-pocket expenses incurred by Permitted Investors (or any of their principals, employees, agents or other representatives) in connection with its performance of management, consulting, monitoring, financial advisory or other services provided to Holdings and its Subsidiaries and minus (b) without duplication and to the extent included in calculating Consolidated Net Income, (i) gains arising from discontinued operations and/or the sale of capital assets for such period (excluding gains from the sale of Rental Fleet and Equipment and other Inventory in the Ordinary Course of Business) and all other non-cash gains for such period, (ii) all cash payments made during such period on account of reserves, restructuring charges and other non-cash charges added to Consolidated Net Income pursuant to clause (a)(vi) above in a previous period and (iii) any extraordinary, unusual or non-recurring gains for such period and all non-cash items of income (other than the accrual of revenue or recording of receivables in the Ordinary Course of Business) for such period, all determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations and Synthetic Lease Obligations) of Parent, the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of Parent, the Borrower and the Restricted Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by the Parent, the Borrower or any Restricted Subsidiary with respect to interest rate Hedging Agreements.

“Consolidated Net Income” shall mean, for any period, the net income or loss of Parent, the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that net income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary (except as contemplated by Section 1.03), (b) the income or loss of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Parent, the Borrower or any Restricted Subsidiary or the date that such Person’s assets are acquired by Parent, the Borrower or any Restricted Subsidiary, and (c) the income of any Person in which any other Person (other than Parent, the

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Borrower or a Wholly Owned Restricted Subsidiary or any director holding qualifying shares in accordance with applicable law) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid in cash to Parent, the Borrower or a Wholly Owned Restricted Subsidiary by such Person during such period.

“Consolidated Tangible Assets” shall mean, with respect to Holdings as of any date, the amount which, measured as of the most recent date for which financial statements have been delivered pursuant to Section 5.04(a) or (b), in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of Holdings, less all goodwill, Intellectual Property, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.

“Continuing Directors” means the directors or managers of the Qualifying IPO Issuer, and each other director or manager, if, in each case, such other director’s or manager’s nomination for election to the board of directors of the Qualifying IPO Issuer is recommended by at least a majority of the then Continuing Directors or such other director or manager is approved by, or receives the vote of, the Permitted Investors in his or her election by the holders of the Equity Interests of the Qualifying IPO Issuer.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Cost Savings” shall have the meaning assigned to such term in the definition of “Consolidated EBITDA”.

“Credit Suisse” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Cumulative Retained Excess Cash Flow Amount” shall mean, at any date, an amount, not less than zero, determined on a cumulative basis equal to the amount of Excess Cash Flow for all completed Excess Cash Flow Periods that is not (and, in the case of any fiscal year where the respective required date of prepayment has not yet occurred pursuant to Section 2.13(b), will not on such date of required prepayment be) required to be applied in accordance with Section 2.13(b) (prior to giving effect to any Optional Prepayment Amount).

“CWA” shall mean the Clean Water Act (33 U.S.C. §§ 1251 et seq.).

“Debt Fund Affiliate” shall mean any Affiliated Lender that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course of business and with respect to which an Affiliate of a Loan Party does not (or did not), directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity.

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“Debtor Relief Laws” means Title 11 of the United States Code, as now constituted or hereafter amended, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“Defaulting Lender” means, subject to Section 2.23(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to any Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.23(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Designation” shall have the meaning assigned to such term in Section 5.11(a).

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“Disqualified Institution” shall mean (a) any Person designated by the Borrower as a “Disqualified Institution” by written notice delivered to the Administrative Agent and made available to any Lender upon request of such Lender and (b) any other Person that is a competitor of any Loan Party or their Subsidiaries that has been designated by the Borrower as a “Disqualified Institution” by written notice delivered to the Administrative Agent and made available to any Lender upon request of such Lender and each affiliate thereof that is reasonably identifiable based solely on its name (other than banks, financial institutions or bona fide debt funds or investment vehicles that are engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business for which no personnel involved with the management of such competitor or affiliate thereof, as applicable, (i) makes any investment decisions or (ii) has access to any information (other than information publicly available) relating to the Borrower or any entity that forms a part of the Borrower’s business (including subsidiaries of the Borrower)).

“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the date that is 121 days after the Latest Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the date that is 121 days after the Latest Maturity Date.

“Dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Restricted Subsidiary” shall mean a Domestic Subsidiary that is a Restricted Subsidiary.

“Domestic Subsidiary” shall mean any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Dutch Auction” shall mean an auction of Loans conducted by Holdings or any Subsidiary thereof (i) pursuant to Section 9.04(k) to allow an Affiliated Lender to acquire Loans at a discount to par value and on a non-pro rata basis or (ii) pursuant to Section 9.04(m) to allow a Purchasing Borrower Party to prepay Loans at a discount to par value and on a pro rata or non-pro rata basis, in each case in accordance with the applicable Dutch Auction Procedures.

“Dutch Auction Procedures” shall mean with respect to a purchase of Loans by an Affiliated Lender pursuant to Section 9.04(k) or with respect to a purchase or prepayment of Loans by a Purchasing Borrower Party pursuant to Section 9.04(m), Dutch

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auction procedures as reasonably agreed upon by such Affiliated Lender or Purchasing Borrower Party, as the case may be, and the Administrative Agent.

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) a Related Fund of a Lender, (iv) any other Person (other than a natural person) approved by the Administrative Agent and (v) subject to the terms of Sections 9.04(k) through (m), Affiliated Lenders and Purchasing Borrower Parties; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender.

“Environmental Laws” shall mean all Applicable Laws (including all permits or other legal requirements, agreements or restrictions issued by or entered into with a Governmental Authority), relating to pollution, the protection of human health (to the extent relating to exposure to hazardous materials) or the environment, including CERCLA, RCRA and CWA.

“Environmental Liability” shall mean all liabilities, obligations, damages, losses, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) any Environmental Law, including any non-compliance or liability thereunder, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) an Environmental Release or threatened Environmental Release or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Notice” shall mean written notice from any Governmental Authority or other Person of any alleged noncompliance with, investigation of a potential violation of, litigation relating to, or potential fine under, any Environmental Law or arising from an Environmental Release or threatened Environmental Release, or relating to any Environmental Liability, including any complaint, summons, citation, order, claim, demand or request for corrective action, remediation or otherwise.

“Environmental Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing (including the abandonment or discarding of barrels, containers, and other closed receptacles) of any Hazardous Material into the indoor or outdoor environment.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and any regulations promulgated thereunder.

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“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) under common control with Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” shall mean (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the failure to meet the minimum funding standard of Sections 412 or 430 of the Code with respect to any Pension Plan (whether or not waived) or the failure to make any required contribution to a Multiemployer Plan (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate; or (h) the failure of any Pension Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Events of Default” shall have the meaning assigned to such term in Article 7.

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, the excess of (a) the sum of (i) Consolidated EBITDA for such Excess Cash Flow Period (excluding any non-cash items increasing Consolidated EBITDA pursuant to clause (a)(ix) of the definition thereof) and (ii) any decrease in working capital (excluding cash and cash equivalents but including changes in Inventory) of Holdings, Parent, the Borrower and the Restricted Subsidiaries for such Excess Cash Flow Period in excess of $20,000,000; over (b) the sum, without duplication, of (i) any provision for taxes based on income, capital, or profits, including state, franchise and similar taxes and foreign withholding taxes paid (without duplication of any deduction in any prior Excess Cash Flow Period for taxes accrued) or accrued and due and payable within 105 days of the end of such Excess Cash Flow Period during such period (including without duplication Permitted Tax Distributions paid in cash by Holdings, Parent, the Borrower and the Restricted Subsidiaries) with respect to such Excess Cash Flow Period, (ii) Consolidated Interest Expense for such Excess Cash Flow Period, (iii) Capital Expenditures and Investments permitted under Section 6.05 (other than Sections 6.05(a), (b), (c), (e) and any other intercompany Investments between or among Holdings, Parent, the Borrower and any

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Restricted Subsidiaries) made or consummated during such Excess Cash Flow Period, in each case to the extent funded with Internally Generated Cash Flow, (iv) permanent repayments of Indebtedness (other than (x) mandatory prepayments of Loans under Section 2.13(a), (b) or (c) and (y) optional prepayments of the Loans made pursuant to Section 2.12 and the amount of cash paid for Loans acquired by a Purchasing Borrower Party and cancelled in accordance with Section 9.04(m) and pursuant to Dutch Auction procedures open to all Lenders on a pro rata basis) made by Holdings, Parent, the Borrower and the Restricted Subsidiaries during such Excess Cash Flow Period with Internally Generated Cash Flow, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (v) cash expenditures made during such Excess Cash Flow Period that increased Consolidated EBITDA for such Excess Cash Flow Period pursuant to clause (a)(v), (a)(viii), (a)(x), (a)(xii) and (a)(xiv) of the definition of “Consolidated EBITDA,” (vi) any increase in working capital (other than cash and cash equivalents but including changes in Inventory) of Holdings, Parent, the Borrower and its Restricted Subsidiaries for such Excess Cash Flow Period in excess of $20,000,000, (vii) the aggregate consideration required to be paid in cash by Holdings, Parent, the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts entered into during such period (the “Contract Consideration”) relating to Permitted Acquisitions or Capital Expenditures to be consummated or made within 365 days following the end of such Excess Cash Flow Period; provided that to the extent the amount actually utilized to fund such Permitted Acquisition or Capital Expenditure during such 365-day period from Internally Generated Cash Flow is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period and (viii) cash payments against non-cash charges accrued in a prior Excess Cash Flow Period (and that reduced Excess Cash Flow in such prior period).

“Excess Cash Flow Period” shall mean each fiscal year of Holdings, commencing with its fiscal year ending December 31, 2015.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.21(a)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such

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Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Notes” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Extended Loans” shall have the meaning assigned to such term in Section 2.22(a).

“Extending Lender” shall have the meaning assigned to such term in Section 2.22(a).

“Extension” shall have the meaning assigned to such term in Section 2.22(a).

“Extension Amendment” shall have the meaning assigned to such term in Section 2.22(c).

“Extension Offer” shall have the meaning assigned to such term in Section 2.22(a).

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FCPA” shall have the meaning assigned to such term in Section 3.26.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fees” shall have the meaning assigned to such term in Section 2.05(a).

“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“Foreign Lender” shall mean any Lender that is not a U.S. Person.

“Foreign Restricted Subsidiary” shall mean a Foreign Subsidiary that is a Restricted Subsidiary.

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“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“GAAP” shall mean United States generally accepted accounting principles applied on a basis consistent with the financial statements delivered pursuant to Section 4.01(p).

“Governmental Authority” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit D-1, among Holdings, Parent, the Borrower, the Subsidiaries party thereto and the Collateral Agent for the benefit of the Secured Parties.

“Guarantors” shall mean Holdings, Parent, each Restricted Subsidiary listed on Schedule 1.01 and each other Restricted Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement.

“Hazardous Materials” shall mean any “hazardous waste,” “hazardous material,” “hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or term of similar import as defined, regulated or for which liability may arise under any applicable Environmental Law.

“Hedging Agreement” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Holdings” shall have the meaning assigned to such term in the introductory statement to this Agreement.

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“Incremental Cap” shall mean the sum of (x) $75,000,000 and (y) an additional amount such that the Total Leverage Ratio shall be equal to or less than 5.25 to 1.00 on a pro forma basis, as if such Indebtedness had been outstanding on the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), evidence of which shall have been certified by a Financial Officer of the Borrower in an officer’s certificate delivered to the Administrative Agent.

“Incremental Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.24, to make Incremental Loans to the Borrower.

“Incremental Facility” shall have the meaning assigned to such term in Section 2.24(a).

“Incremental Facility Amendment” shall have the meaning assigned to such term in Section 2.24(a).

“Incremental Facility Closing Date” shall have the meaning assigned to such term in Section 2.24(a).

“Incremental Loans” shall have the meaning assigned to such term in Section 2.24(a).

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding rental splits, trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person (up to the value of such property), whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all Synthetic Lease Obligations of such Person, (j) net obligations of such Person under any Hedging Agreements, valued at the Agreement Value thereof, (k) all obligations of such Person in respect of any Disqualified Stock, (l) all reimbursement obligations of such Person as an account party in respect of letters of credit and (m) all obligations of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

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“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Information” shall have the meaning assigned to such term in Section 9.16.

“Insolvency Proceeding” shall mean any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

“Intellectual Property” shall mean (i) all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases, (ii) all embodiments or fixations thereof and all related documentation, applications, registrations and franchises, (iii) all licenses or other rights to use any of the foregoing and (iv) all books and records relating to the foregoing.

“Intellectual Property Claim” shall mean any claim or assertion (whether in writing or by suit) that any Loan Party’s or a Restricted Subsidiary’s ownership, use, marketing, sale or distribution of any Intellectual Property or other Property violates another Person’s Intellectual Property.

“Intercreditor Agreement” shall mean that certain intercreditor agreement dated as of the date hereof among Holdings, Parent and the Borrower, the Subsidiaries of the Parent party thereto, the Revolving Agent and the Administration Agent.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect; provided, however, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period and (c) no Interest Period for any Loan shall extend beyond the

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maturity date of such Loan. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Internally Generated Cash Flow” shall mean cash and Cash Equivalents on the balance sheet not constituting, without duplication, (i) proceeds of Indebtedness of Parent, the Borrower and the Restricted Subsidiaries, (ii) proceeds of issuances of Equity Interests of, or capital contributions to, Parent, the Borrower and the Restricted Subsidiaries, (iii) proceeds of any casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (iv) proceeds of any Reinvestment Deferred Amount and (v) amounts constituting the Cumulative Retained Excess Cash Flow Amount.

“Inventory” means any “inventory,” as such term is defined in the UCC, including Rental Fleet and Equipment, now owned or hereafter acquired by any Loan Party, wherever located, including inventory, merchandise, goods and other personal property that are held by or on behalf of any Loan Party for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished, returned goods, supplies or materials of any kind, nature or description used or consumed or to be used or consumed in such Loan Party’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplied and embedded software.

“Investment” shall have the meaning assigned to such term in Section 6.05.

“Junior Debt” shall mean (i) unsecured Indebtedness, (ii) Subordinated Debt and (iii) Junior Secured Debt.

“Junior Secured Debt” shall mean Indebtedness that is a secured by a Lien on the Collateral that is junior to the Collateral Agent’s Lien on the Collateral.

“Latest Maturity Date” shall mean, at any time of determination, the latest maturity or expiration date applicable to any Loan hereunder at such time.

“Lenders” shall mean (a) the Persons listed on Schedule 2.01 (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance), (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance and (c) Additional Lenders, if any.

“LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the Intercontinental Exchange Benchmark Administration (or successor thereto) for Interest Settlement Rates for deposits in Dollars (as set forth by the Bloomberg Information Service or any successor

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thereto or any other readily available service reasonably selected by the Administrative Agent in consultation with the Borrower that has been nominated by the Intercontinental Exchange Benchmark Administration (or successor thereto) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidity” shall mean, as of any date, the sum of, without duplication, (A)(i) Excess Availability (as defined in the Revolving Credit Facility) as of such date or (ii) if such term is not defined in the Revolving Credit Facility as of such date, the aggregate amount of unused commitments under the Revolving Credit Facility available to be borrowed as of such date and (B) unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date.

“Liquidity Conditions” shall mean, immediately before and after giving effect to any mandatory prepayment under Section 2.13(b) for any Excess Cash Flow Period, Liquidity of not less than $65,000,000; provided that, for purposes of Section 2.13(b), if the Revolving Credit Facility ceases to be an asset-based revolving credit facility that is subject to a borrowing base, the Liquidity Conditions shall be deemed to have been satisfied.

“Loan Documents” shall mean this Agreement, the Security Documents, the promissory notes, if any, executed and delivered pursuant to Section 2.04(e), any Permitted Amendment and any other document executed in connection with the foregoing.

“Loan Parties” shall mean Holdings, Parent, the Borrower and the other Guarantors.

“Loans” shall mean the term loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

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“Material Adverse Effect” shall mean any event or circumstance that has a material adverse effect on (a) the business, operations, Properties, or financial condition of the Loan Parties and the Restricted Subsidiaries, taken as a whole; (b) the ability of the Loan Parties taken as a whole to perform their obligations under the Loan Documents, including repayment of any Obligations; or (c) the ability of the Administrative Agent, the Collateral Agent or any Lender to enforce or collect the Obligations or to realize upon the Collateral.

“Material Contract” shall mean any agreement or arrangement to which any Loan Party is party (other than the Loan Documents), the failure of which to keep in full force and effect could reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” shall mean (a) the Revolving Credit Facility and (b) Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of any one or more of any Loan Party or any Restricted Subsidiary in an aggregate principal amount exceeding $30,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Loan Parties or any Restricted Subsidiary in respect of any Hedging Agreement at any time shall be the Agreement Value of such Hedging Agreement at such time.

“Material Lease” shall mean any lease to which any Loan Party or any Restricted Subsidiary is party, the failure of which to keep in full force and effect could reasonably be expected to have a Material Adverse Effect.

“Maturity Date” shall mean June 9, 2021; provided that the reference to “Maturity Date” with respect to Incremental Loans shall be the final maturity date as specified in the applicable Incremental Facility Amendment and with respect to Extended Loans shall be the final maturity date as specified in the applicable Extension Offer.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“Minimum Extension Condition” shall have the meaning assigned to such term in Section 2.22(b).

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.

“Multiemployer Plan” shall mean any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Borrower makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions or with respect to which the Borrower could reasonably be expected to incur liability.

“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale, the cash proceeds (including cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including customary broker’s fees or commissions, legal and accounting fees, transfer and similar taxes and the Borrower’s good faith estimate of income taxes paid or payable in

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connection with such sale), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is required to be repaid (x) with such proceeds or (y) because the asset sold is removed from a borrowing base supporting such Indebtedness (other than any such Indebtedness assumed by the purchaser of such asset and other than Junior Secured Debt); provided, however, that, if (x) the Borrower delivers a Reinvestment Notice to the Administrative Agent within ten Business Days of receipt of such proceeds and (y) no Event of Default shall have occurred and shall be continuing at the time of such Reinvestment Notice or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent not so applied during the Reinvestment Period, at which time such proceeds shall be deemed to be Net Cash Proceeds and (b) with respect to any issuance or incurrence of Indebtedness, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs, underwriting discounts, prepayment premiums and other expenses incurred in connection therewith or the use of proceeds thereof.

“Non-Debt Fund Affiliate” shall mean any Affiliated Lender other than a Debt Fund Affiliate.

“Non-Recourse Debt” shall mean Indebtedness of an Unrestricted Subsidiary:

(1)as to which no Loan Party nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) (other than with respect to a pledge of, or the grant of a Lien on, Equity Interests in such Unrestricted Subsidiary), (b) is directly or indirectly liable as a guarantor or otherwise (other than with respect to a pledge of, or the grant of a Lien on, Equity Interests in such Unrestricted Subsidiary), or (c) constitutes the lender; and

(2)no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than this Agreement or the Revolving Credit Facility) of any Loan Party or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Obligations” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any Insolvency Proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding) the Loans and all other obligations and liabilities of the Loan Parties and the Restricted Subsidiaries to the Administrative Agent, the Collateral

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Agent or to any Lender whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs or expenses (including all fees, charges and disbursements of counsel to the Agents or to any Lender that are required to be paid by the Borrower pursuant hereto).

“OFAC” shall have the meaning assigned to such term in Section 3.26.

“Optional Prepayment Amount” shall mean, for any Excess Cash Flow Period, the aggregate amount of (x) all optional prepayments of the Loans during such Excess Cash Flow Period and (y) all Loans acquired by a Purchasing Borrower Party in accordance with Section 9.04(m)(ii)(A) and cancelled in accordance with Section 9.04(m) during such Excess Cash Flow Period, in each case to the extent such prepayment or purchase is funded with Internally Generated Cash Flow; provided that for purposes of clause (y), the Optional Prepayment Amount shall include only the aggregate amount of cash actually paid by such Purchasing Borrower Party in respect of the principal amount of the Loans so acquired and cancelled.

“Ordinary Course of Business” shall mean the ordinary course of business of the Loan Parties or any Restricted Subsidiary, undertaken in good faith.

“Organic Documents” shall mean with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability company agreement, operating agreement, members agreement, stockholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

“OSHA” shall mean the Occupational Safety and Health Act of 1970.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.21(a)).

“Participant” shall have the meaning assigned to such term in Section 9.04(f).

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“Participant Register” shall have the meaning assigned to such term in Section 9.04(f).

“Payment Item” shall mean each check, draft or other item of payment payable to any Loan Party or a Restricted Subsidiary, including those constituting proceeds of any Collateral.

“PBGC” shall mean the Pension Benefit Guaranty Corporation.

“Pension Plan” shall mean any employee pension benefit plan, as defined in Section 3(2) of ERISA, (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by the Borrower or with respect to which the Borrower could reasonably be expected to incur liability (including under Section 4069 of ERISA).

“Perfection Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit A to the Guarantee and Collateral Agreement.

“Perfection Certificate Supplement” shall mean a supplement to the Perfection Certificate substantially in the form of Exhibit B to the Guarantee and Collateral Agreement.

“Permitted Acquisition” shall mean any transaction or series of related transactions for the direct or indirect acquisition of all or substantially all the assets of a Person or line of business of such Person, or not less than 100% of the Equity Interests (other than directors’ qualifying shares) of a Person (referred to herein as the “Acquired Entity”); provided that

(i)the Acquired Entity shall be a Person organized under the laws of the United States of America, any State thereof or the District of Columbia and shall be engaged in a line of business that complies with Section 6.15;

(ii)at the time of such transaction both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing;

(iii)the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing in form and substance reasonably satisfactory to the Administrative Agent;

(iv)the applicable acquiring Loan Party shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.09 and the Security Documents (it being understood, for the avoidance of doubt, that each Acquired Entity shall become a Guarantor); and

(v)to the extent received by Holdings, Parent or the Borrower, shall have been delivered to the Administrative Agent the most recent historical financial statements in respect of the Acquired Entity (but not more than three years of historical financial statements).

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“Permitted Amendment” shall mean any Extension Amendment or Incremental Facility Amendment.

“Permitted Investors” shall mean private investment funds managed by Wayzata Investment Partners, LLC and its Affiliates (excluding any portfolio company).

“Permitted Junior Priority Refinancing Debt” shall mean secured Indebtedness incurred by the Borrower in the form of one or more series of junior lien secured notes or junior lien secured loans incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in conversion of, or exchange for, or to extend, renew, replace or refinance, in whole or in part, Loans hereunder; provided that (a) such Indebtedness is secured by Liens on the Collateral on a junior basis to the Liens on the Collateral securing the Obligations and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not guaranteed by any Person that is not a Loan Party, (c) the terms of such Indebtedness, as compared to the Loans being extended, renewed, replaced or refinanced, are not materially less favorable, in the aggregate, to the Loan Parties, the Restricted Subsidiaries and the Lenders, (d) the proceeds of such Indebtedness are applied immediately upon incurrence to refinance the Loans being refinanced, (e) such extending, renewing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Loans being refinanced plus unpaid accrued interest and premium thereon, any committed or undrawn and other reasonable amounts paid and underwriting discounts, fees, commissions and expenses associated with such Refinancing Indebtedness, except as otherwise permitted under Section 6.01 and, if applicable, Section 6.02 (so long as such additional amounts are deemed utilization of the applicable basket under Section 6.01 and, if applicable, 6.02, and not the Permitted Junior Priority Refinancing Debt exception), (f) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date (determined immediately prior to the time such Indebtedness is incurred) and (g) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent reflecting the priority of such Indebtedness as junior to the Obligations.

“Permitted Liens” shall mean the collective reference to (i) in the case of Collateral other than Pledged Capital Stock, Liens permitted by Section 6.02 and (ii) in the case of Collateral consisting of Pledged Capital Stock, non-consensual Liens permitted by Section 6.02 and Liens permitted by Sections 6.02(c) and 6.02(j)(ii).

“Permitted Pari Passu Priority Refinancing Debt” shall mean any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in conversion of, or exchange for, or to extend, renew, replace or refinance, in whole or in part, Loans hereunder; provided that (a) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings, Parent, the Borrower or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not guaranteed by any

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Person that is not a Loan Party, (c) the terms of such Indebtedness, as compared to the Loans being extended, renewed, replaced or refinanced, are not materially less favorable, in the aggregate, to the Loan Parties, the Restricted Subsidiaries and the Lenders, (d) the proceeds of such Indebtedness are applied immediately upon incurrence to refinance the Loans being refinanced, (e) such extending, renewing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Loans being refinanced plus unpaid accrued interest and premium thereon, any committed or undrawn and other reasonable amounts paid and underwriting discounts, fees, commissions and expenses associated with such Refinancing Indebtedness, except as otherwise permitted under Section 6.01 and, if applicable, Section 6.02 (so long as such additional amounts are deemed utilization of the applicable basket under Section 6.01 and, if applicable, 6.02, and not the Permitted Pari Passu Priority Refinancing Debt exception), (f) such Indebtedness does not mature prior to the Latest Maturity Date (determined immediately prior to the time such Indebtedness is incurred), (g) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement, which for avoidance of doubt may include becoming a party to the Intercreditor Agreement by way of a joinder, in either case in form and substance reasonably satisfactory to the Administrative Agent reflecting the priority of such Indebtedness as pari passu with the Obligations, and (h) such Indebtedness has a Weighted Average Life to Maturity that is not shorter than the Loans that remain outstanding.

“Permitted Purchase Money Debt” shall mean Purchase Money Debt of the Borrower and the Restricted Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate principal amount does not exceed at any time the greater of (a) $20,000,000 or (b) 4.0% of Holding’s Consolidated Tangible Assets.

“Permitted Tax Distributions” shall mean:

(1)for so long as for U.S. federal income tax purposes, Parent is taxed as a partnership or disregarded entity and is not wholly owned (directly or indirectly) by a corporate parent, (A) with respect to any taxable year ending after the Closing Date, cash distributions to fund the assumed income tax liabilities of the direct or indirect equity owners of Parent (including estimated tax liabilities) in respect of the income of Parent for such taxable year, in an aggregate amount equal to the excess of (i) the product of (x) the net taxable income of Parent (treating Parent as a taxable entity, and including in such net taxable income Parent’s distributive share of all tax items attributable to any subsidiary of Parent taxed as a partnership or disregarded entity) for the taxable year in question, reduced by any cumulative net taxable loss with respect to all prior taxable years ending after the Closing Date (determined as if all such taxable years were one taxable period) to the extent such cumulative net taxable loss is of a character (ordinary or capital) that would permit such loss to be deducted against the income of the taxable year in question and (y) the highest combined marginal federal and applicable state and/or local income tax rate (taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes and the character of the taxable income in question (i.e., long term capital gain, qualified dividend income, etc.)) applicable to an individual United States citizen residing in New York, New York for the

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taxable year in question (or portion thereof) over (ii) in the case of any taxable year beginning prior to the Closing Date, the aggregate amount of assumed estimated tax payments that should have been made under Section 6654 of the Code prior to the Closing Date (based on the assumption that all of the owners are individual residents of New York, New York) and (B) with respect to any taxable year ending prior to the Closing Date, cash distributions to pay the assumed income tax liabilities of the direct or indirect equity owners of Parent in respect of the income of Parent for such taxable year, in an aggregate amount equal to the product of (i) any additional taxable income of Parent (calculated in a manner consistent with the calculation in clause (A) above) for such taxable year resulting from a tax audit adjustment made after the Closing Date and (ii) the highest combined marginal federal and applicable state and/or local income tax rate (taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes and the character of the taxable income in question (i.e., long term capital gain, qualified income, etc.)) applicable to an individual United States citizen residing in New York, New York for the taxable year in question,

(2)with respect to any taxable period for which Parent or any of its Subsidiaries is a member of a consolidated, combined or similar income, franchise or other state and/or local tax group of which Holdings or its direct or indirect parent is the common parent (a “Tax Group”), or for which Parent is a partnership or disregarded entity that is wholly owned (directly or indirectly) by a corporate parent (a “Corporate Parent”), cash distributions to pay the portion of the Tax Group’s or Corporate Parent’s actual cash income, franchise or other state and/or local tax liability attributable to Parent and/or its Subsidiaries, in an amount not to exceed the income, franchise or other state and/or local tax liability that would have been payable by Parent and/or such Subsidiaries if such entities had always been taxable on a stand-alone basis (reduced by any such income, franchise or other state and/or local taxes paid or to be paid directly by Parent or its Subsidiaries), and

(3)cash distributions to pay any taxes of Holdings not described in clause (1) or (2) above, provided that the aggregate payments pursuant to this clause (3) shall not exceed $250,000 per calendar year.

“Permitted Unsecured Priority Refinancing Debt” shall mean unsecured Indebtedness incurred by the Borrower in the form of one or more series of senior unsecured notes or senior unsecured loans incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in conversion of, or exchange for, or to extend, renew, replace or refinance, in whole or in part, Loans hereunder; provided that (a) such Indebtedness is not guaranteed by any Person that is not a Loan Party, (b) the terms of such Indebtedness, as compared to the Loans being extended, renewed, replaced or refinanced, are not materially less favorable, in the aggregate, to the Loan Parties, the Restricted Subsidiaries and the Lenders, (c) the proceeds of such Indebtedness are applied immediately upon incurrence to refinance the Loans being refinanced, (d) such extending, renewing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Loans being refinanced plus unpaid accrued interest and premium thereon, any committed or undrawn and other reasonable amounts paid and underwriting discounts,

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fees, commissions and expenses associated with such Refinancing Indebtedness, except as otherwise permitted under Section 6.01 and, if applicable, Section 6.02 (so long as such additional amounts are deemed utilization of the applicable basket under Section 6.01 and, if applicable, 6.02, and not the Permitted Unsecured Priority Refinancing Debt exception), (e) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date (determined immediately prior to the time such Indebtedness is incurred) and (f) such Indebtedness is not secured by any Lien or any property or assets of any Loan Party.

“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee benefit plan (as such term is defined in Section 3(3) of ERISA) maintained or established by Borrower.

“Plan of Liquidation” shall mean, with respect to any Person, a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

“Platform” shall have the meaning assigned to such term in Section 9.01.

“Pledge Agreement” shall mean the Pledge Agreement, substantially in the form of Exhibit D-2, among Holdings, Parent, the Borrower, the Subsidiaries party thereto and the Collateral Agent for the benefit of the Secured Parties.

“Pledged Capital Stock” shall have the meaning assigned to such term in the Pledge Agreement.

“Prepayment Premium” shall mean:

(i)with respect to Closing Date Loans, in connection with (a) any voluntary prepayment of Closing Date Loans pursuant to Section 2.12, (b) any mandatory prepayment of Closing Date Loans pursuant to Section 2.13(c), (c) any mandatory assignment of Closing Date Loans pursuant to Section 2.21 or (d) an acceleration of the Closing Date Loans pursuant to Section 7.01, a premium (expressed as a percentage of the principal amount of such Closing Date Loans to be prepaid) equal to:

(A)on or before the first anniversary of the Closing Date, 2%;

(B)after the first anniversary of the Closing Date but on or before the second anniversary of the Closing Date, 1%; and

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(C)thereafter, 0%.

(ii)with respect to Incremental Loans, the prepayment premium specified in the applicable Incremental Facility Amendment, if any.

“Prime Rate” shall mean the rate of interest per annum determined from time to time by Credit Suisse as its prime rate in effect at its principal office in New York City and notified to the Borrower. The prime rate is a rate set by Credit Suisse based upon various factors including Credit Suisse’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such rate.

“pro forma basis”, “pro forma effect” or “pro forma” means, with respect to any determination of the Total Leverage Ratio or any Pro Forma Transaction during any four consecutive fiscal quarter period, that such determination shall be made by giving pro forma effect to such Pro Forma Transaction and each Pro Forma Transaction that has occurred during such period or subsequent to the end of such period but prior to or simultaneously with the event for which the applicable calculation is made, in each case as if each such Pro Forma Transaction had been consummated on the first day of such period, based on historical results accounted for in accordance with GAAP and including, to the extent applicable, only those adjustments in respect of restructuring charges, cost savings and synergies in connection with a Pro Forma Transaction contemplated by the definition of Consolidated EBITDA.

“Pro Forma Transaction” shall mean any incurrence or repayment of Indebtedness, any Asset Sale, any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary (including any Permitted Acquisition) or any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person, in each case whether by merger, consolidation, amalgamation or otherwise.

“Properly Contested” shall mean, with respect to any obligation of a Loan Party or a Restricted Subsidiary, (a) the obligation is subject to a bona fide dispute regarding amount or the Loan Party’s or a Restricted Subsidiary’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment during the pendency of such dispute could not have a Material Adverse Effect, nor result in forfeiture or sale of any Properties; (e) no Lien is imposed on assets of the Loan Party or a Restricted Subsidiary, unless bonded and stayed to the reasonable satisfaction of the Administrative Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

“Property” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Public Lender” shall have the meaning assigned to such term in Section 9.01.

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“Purchase Money Debt” shall mean (a) Indebtedness (other than the Obligations) for payment of any Capital Expenditures; (b) Capital Lease Obligations; (c) Indebtedness (other than the Obligations) incurred within one year of any Capital Expenditure, for the purpose of financing any of the purchase price thereof; and (d) any renewals, extensions or refinancings (but not increases) thereof.

“Purchase Money Lien” shall mean a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Indebtedness and the products and proceeds thereof and constituting a capital lease or a purchase money security interest under the UCC.

“Purchasing Borrower Party” shall mean Holdings, the Parent, the Borrower or any Restricted Subsidiary that becomes an Eligible Assignee or a Participant pursuant to Section 9.04.

“Qualified Capital Stock” of any Person shall mean any Equity Interest of such Person that is not Disqualified Stock.

“Qualifying IPO” means the issuance by the Qualifying IPO Issuer of its common stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Qualifying IPO Issuer” means Holdings or a corporation or other legal entity which owns, directly or indirectly, 100% of the outstanding Equity Interests of Holdings.

“RCRA” shall mean the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.).

“Real Estate” shall mean all right, title and interest (whether as owner, lessor, lessee or otherwise) in any real Property or any buildings, structures, parking areas or other improvements thereon.

“Recipient” means (a) the Administrative Agent or (b) any Lender, as applicable.

“Redesignation” shall have the meaning assigned to such term in Section 5.11(d).

“Refinancing Conditions” shall mean the following conditions for Refinancing Debt: (a) such Refinancing Debt is in an aggregate principal amount that does not exceed the principal amount of the Indebtedness being extended, renewed or refinanced; (b) such Refinancing Debt has a final maturity no sooner than, and a Weighted Average Life to Maturity no less than, the Indebtedness being extended, renewed or refinanced; (c) if the Indebtedness being extended renewed or refinanced is subordinated to the Obligations, such Refinancing Debt is subordinated to the Obligations on terms no less favorable to the Lenders as the Indebtedness being extended, renewed or refinanced; (d) if such Refinancing Debt is secured by a Lien on the Collateral, such Lien shall not have priority more senior than the Liens securing the Indebtedness that is being refinanced by such

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Refinancing Debt; (e) no additional Person is an obligor on such Indebtedness; (f) in the case of Refinancing Debt in respect of the Revolving Credit Facility, such Refinancing Debt does not contain terms that would not have been permitted to be made pursuant to any waiver, supplement, modification or amendment to the Revolving Credit Facility under Section 6.11(c) and (g) other than in the case of Refinancing Debt in respect of the Revolving Credit Facility, the terms of such Refinancing Debt, as compared to the Indebtedness being extended, renewed or refinanced are not materially less favorable, in the aggregate, to the Loan Parties, the Restricted Subsidiaries and the Lenders as compared to the Indebtedness being extended, renewed or refinanced (other than (i) subject to foregoing clauses (a) through (f) above, with respect to interest rates, fees, funding discounts, liquidation preferences, premiums, no call periods, subordination terms and optional prepayment and optional redemption provisions, and (ii) terms applicable only after the then Latest Maturity Date (as determined on the date of incurrence of such Refinancing Debt)).

“Refinancing Debt” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to replace, refinance, refund, renew, defease or extend (collectively, to “Refinance”), in whole or in part, any Indebtedness being Refinanced, subject to the satisfaction of the Refinancing Conditions.

“Register” shall have the meaning assigned to such term in Section 9.04(d).

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reinvestment Deferred Amount” shall mean with respect to any Reinvestment Event, the aggregate amount of Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary in connection therewith that are not applied to prepay the Loans as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event” shall mean any Asset Sale in respect of which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice” shall mean a written notice executed by a Financial Officer stating that no Event of Default has occurred and is continuing and that a Loan Party (or a Restricted Subsidiary) intends and expects to use all or a portion of the amount of Net Cash Proceeds of an Asset Sale to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets (including Equity Interests of Persons owning such assets) useful in its or such Restricted Subsidiary’s business.

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“Reinvestment Period” shall mean the period commencing on the date on which any Loan Party or any of its Restricted Subsidiaries receives Net Cash Proceeds from an Asset Sale and ending on the date that is 365 days thereafter; provided that such 365-day period may be extended by an additional 180 days if the applicable Loan Party or Restricted Subsidiary thereof enters into a binding agreement within such original 365-day time frame to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets (including Equity Interests of Persons owning such assets) useful in its or such Restricted Subsidiary’s business and such reinvestment shall not be complete within the original 365-day time frame.

“Related Fund” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” shall mean, with respect to any specified Person, (a) a Controlling Person or Controlled Affiliate of such Person, (b) the respective directors, officers or employees of such Person or any of its Controlling Persons or Controlled Affiliates and (c) the respective agents of such Person or any of its Controlling Persons or Controlled Affiliates, in the case of this clause (c), acting at the instructions of such Person, Controlling Person or Controlled Affiliates.

“Rental Fleet and Equipment” means Inventory which is of a type offered for sale or lease by any Loan Party or any Restricted Subsidiary in the Ordinary Course of Business of any Loan Party or Restricted Subsidiary, including Inventory of any Loan Party or Restricted Subsidiary currently described as “rental equipment, net”.

“Repayment Date” shall have the meaning given such term in Section 2.11(a).

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Required Lenders” shall mean, at any time, Lenders holding Loans representing more than 50% of the sum of all Loans outstanding at such time; provided the Loans of any Defaulting Lender shall be disregarded in the determination of the Required Lenders at any time.

“Resignation Effective Date” shall have the meaning given to such term in Article VIII.

“Responsible Officer” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property (other than Qualified Capital Stock of Holdings)) with

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respect to any Equity Interests in any Loan Party or any Restricted Subsidiary, or any payment (whether in cash, securities or other property (other than Qualified Capital Stock of Holdings)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in any Loan Party or any Restricted Subsidiary.

“Restricted Subsidiary” shall mean any Subsidiary that is not an Unrestricted Subsidiary.

“Restrictive Agreement” an agreement (other than a Loan Document) that conditions or restricts the right of any Loan Party or a Restricted Subsidiary to incur or repay Indebtedness, to grant Liens on any assets (except for agreements governing Purchase Money Debt so long as such restriction applies only to the ability to grant a Lien on the asset being financed with such Purchase Money Debt), to declare or make Restricted Payments, to modify, extend or renew any agreement evidencing Indebtedness, or to repay any intercompany Indebtedness.

“Revolving Agent” shall mean Bank of America, N.A. in its capacity as administrative agent and collateral agent under the Revolving Credit Facility Documentation, or any successor administrative agent, collateral agent and/or trustee under the Revolving Credit Facility Documentation.

“Revolving Credit Facility” shall mean (a) that certain Amended and Restated Senior Secured Credit Agreement, dated as of October 1, 2010, as amended and restated as of November 20, 2013, by and among Holdings, the Parent, the Borrower, the subsidiary guarantors party thereto from time to time, the lenders party thereto from time to time and Revolving Agent, as agent, as amended, restated, amended and restated, modified or renewed from time to time and (b) any Refinancing Debt in the form of one or more credit agreements, indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, subject to the satisfaction of the Refinancing Conditions.

“Revolving Credit Facility Documentation” shall mean the Revolving Credit Facility and all security agreements, guarantees, pledge agreements and other agreements or instruments executed in connection therewith.

“S&P” shall mean Standard & Poor’s Ratings Service, or any successor thereto.

“Secured Parties” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Documents” shall mean the Guarantee and Collateral Agreement, the Pledge Agreement and each of the security agreements, mortgages and other instruments

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and documents executed and delivered pursuant to the foregoing or pursuant to Section 5.10 or Section 5.12.

“Senior Representative” shall mean, with respect to any series of Permitted Pari Passu Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Sponsor” shall mean Wayzata Investment Partners, LLC and its Affiliates.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Debt” shall mean Indebtedness incurred by a Loan Party that is expressly subordinated to the Obligations, and is otherwise on terms (including maturity, interest, fees, repayment, covenants and subordination) reasonably satisfactory to Administrative Agent.

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other

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business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean any subsidiary of the Borrower.

“Synthetic Lease” shall mean, as to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“Synthetic Lease Obligations” shall mean, as to any Person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Total Debt” shall mean, at any time, the total Indebtedness of Parent, the Borrower and the Restricted Subsidiaries at such time (excluding Indebtedness of the type described in clause (d), clause (i), clause (j), clause (k) and clause (l) of the definition of such term, except, in the case of such clause (l), to the extent of any unreimbursed drawings thereunder).

“Total Leverage Ratio” shall mean, on any date, the ratio of (i) Total Debt on such date to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date.

“tranche” shall have the meaning assigned to such term in Section 2.22(a).

“Transactions” shall mean, collectively, (a) execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the making of Borrowings hereunder, (b) the redemption of the Existing Notes, (c) the 2014 Distribution and the payment of cash bonuses and other compensation to members of management and/or board of managers in connection with the Closing Date, (d) the amendment of the Revolving Credit Facility in form and substance reasonably satisfactory to the Administrative Agent and (e) the payment of related fees and expenses.

“2014 Distribution” shall have the meaning assigned to such term in the introductory statement to this Agreement.

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“Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code in effect in the State of New York from time to time.

“Unfunded Pension Liability” shall mean the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Unrestricted Subsidiary” shall mean (1) as of the Closing Date, Neff Rental Finance Corp. until the earlier to occur of (a) the dissolution, liquidation or winding down of Neff Rental Finance Corp. and (b) 45 days after the Closing Date, (2) after the Closing Date, any other Subsidiary of the Borrower that at the time of determination shall be designated an Unrestricted Subsidiary by the board of directors of the Borrower in accordance with Section 5.11 and (3) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” shall have the meaning assigned to such term in paragraph (f) of Section 2.20.

“USA PATRIOT Act” shall mean the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006).

“Voting Stock” shall mean, with respect to any Person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power on a fully diluted basis to elect at least a majority of the Board of Directors of such Person.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal (excluding nominal amortization), including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of any Person shall mean a Restricted Subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by such Person or one or more

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wholly owned Restricted Subsidiaries of such Person or by such Person and one or more wholly owned Restricted Subsidiaries of such Person.

“Withholding Agent” means any Loan Party and the Administrative Agent.

Section 1.02.Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, in each case, to the extent not prohibited by this Agreement, (b) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (c) all terms of an accounting or financial nature shall be construed in accordance with GAAP as in effect on the Closing Date; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any provision of this Agreement or any related definition to adopt or implement the effect of any change in GAAP occurring after the Closing Date on the operation of such provision, then the Borrower’s compliance with such provision shall be determined on the basis of GAAP in effect immediately after the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision of this Agreement to the contrary, for all purposes during the term of this Agreement and any other Loan Document, each lease that pursuant to GAAP as in effect on the Closing Date would be classified as a capital lease or an operating lease will continue to be so classified, notwithstanding any change in characterization of that lease subsequent to the Closing Date based on changes to GAAP or interpretation of GAAP.

Section 1.03.Pro Forma Calculations. All pro forma calculations of the Total Leverage Ratio hereunder shall be adjusted on a pro forma basis, to include or exclude, as the case may be, without duplication, components of such calculations attributable to any Pro Forma Transaction consummated after the first day of the applicable period of determination and prior to or concurrently with the time of such determination.

Section 1.04.Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Closing Date Loan” or “Incremental Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Incremental Loan”). Borrowings also may be classified and referred to by

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Class (e.g., a “Incremental Loan Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Incremental Loan Borrowing”).

ARTICLE 2

THE CREDITS

Section 2.01.Commitments.

(a)Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Loan to the Borrower on the Closing Date (each, a “Closing Date Loan”) in a principal amount not to exceed its Closing Date Commitment. Amounts paid or prepaid in respect of Loans may not be reborrowed.

(b)Each Lender having an Incremental Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Facility Amendment, to make Incremental Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Commitment. Amounts paid or prepaid in respect of Incremental Loans may not be reborrowed.

Section 2.02.Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).

(b)Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than seven Eurodollar Borrowings outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the Borrowing Request or, if a Borrowing shall not occur on the Closing Date because any condition precedent herein

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specified shall not have been met, return the amounts so received to the respective Lenders.

(d)Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such date in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is available to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e)Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to elect to convert or continue any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Section 2.03.Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

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Section 2.04.Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the principal amount of each Loan of such Lender as provided in Section 2.11.

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)The Administrative Agent shall, in accordance with its customary practice, maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof.

(d)The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.

(e)Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form and substance reasonably acceptable to the Administrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

Section 2.05.Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent (the “Fees”). Once paid, fees shall not be refundable under any circumstances.

Section 2.06.Interest on Loans. (a) Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b)Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

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(c)Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.07 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(d)All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

Section 2.07.Default Interest. If the Borrower shall default in the payment of any principal of or interest on any Loan or any other amount due hereunder or under any other Loan Document, by acceleration or otherwise, until such defaulted amount shall have been paid in full, to the extent permitted by law, all overdue amounts under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable on demand, (a) in the case of principal, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) equal to the rate that would be applicable to an ABR Loan plus 2.00% per annum.

Section 2.08.Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Section 2.09.Termination and Reduction of Commitments. The Closing Date Commitments shall automatically terminate upon the making of the Closing Date Loans. The Incremental Commitments shall terminate as provided in the related Incremental Facility Amendment.

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Section 2.10.Conversion and Continuation of Borrowings. The Borrower shall have the right at any time upon prior irrevocable written notice to the Administrative Agent (a) not later than 1:00 p.m., New York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing into an ABR Borrowing, (b) not later than 1:00 p.m. New York City time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period, and (c) not later than 1:00 p.m, New York City time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another permissible Interest Period, subject in each case to the following:

(i)[reserved];

(ii)each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

(iii)if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided the Borrower shall not be entitled to convert or continue any Borrowing that, if made, would result in more than seven Eurodollar Borrowings outstanding hereunder at any time;

(iv)each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;

(v)if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;

(vi)any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing;

(vii)any portion of a Eurodollar Borrowing that cannot be converted into or continued as a Eurodollar Borrowing by reason of the immediately preceding clause (vi) shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing;

(viii)no Interest Period may be selected for any Eurodollar Borrowing that would end later than a Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate

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outstanding amount of (A) the Eurodollar Borrowings with Interest Periods ending on or prior to such Repayment Date and (B) the ABR Borrowings would not be at least equal to the principal amount of Borrowings to be paid on such Repayment Date; and

(ix)upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of an Event of Default, no outstanding Loan may be converted into, or continued as, a Eurodollar Loan.

Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing.

Section 2.11.Repayment of Borrowings. (a) The Borrower shall pay to the Administrative Agent, for the account of the Lenders, on the Maturity Date (or if any such date is not a Business Day, on the next preceding Business Day) the full principal amount of the Loan not paid prior to such date.

(b)The Borrower shall pay to the Administrative Agent, for the account of the Incremental Lenders, on each date specified in the applicable Incremental Facility Amendment, the amount set forth therein for such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment

Section 2.12.Voluntary Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 1:00 p.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or such lesser amount as may remain outstanding).

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(b)[Reserved].

(c)Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then (x) upon written notice to the Administrative Agent not later than 12:00 (noon), New York City time, on the date of such prepayment, the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days and (y) such prepayments may be conditioned upon the effectiveness or consummation of other financing; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16.

(d)All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment plus the applicable Prepayment Premium.

Section 2.13.Mandatory Prepayments.

(a)Not later than the tenth Business Day following the receipt by any Loan Party or Restricted Subsidiary of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.13(e).

(b)No later than 15 days following the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to (A) (i) if the Total Leverage Ratio for such Excess Cash Flow Period is greater than 4.00 to 1.00, 50% of Excess Cash Flow for the Excess Cash Flow Period then ended, (ii) if the Total Leverage Ratio for such Excess Cash Flow Period is equal to or less than 4.00 to 1.00 but greater than 3.00 to 1.00, 25% of Excess Cash Flow for the Excess Cash Flow Period then ended or (iii) if the Total Leverage Ratio for such Excess Cash Flow Period is equal to or less than 3.00 to 1.00, 0% of Excess Cash Flow for the Excess Cash Flow Period then ended over (B) the Optional Prepayment Amount for such Excess Cash Flow Period; provided, further that if on the date of such prepayment the Liquidity Conditions would not be satisfied immediately after giving effect to such prepayment, the amount of the prepayment to be made on such date shall be reduced to the maximum amount (which shall not be less than zero) that would result in the Liquidity Conditions being satisfied, and the remaining amount of such prepayment shall not be due and payable on such date but shall be deferred (without penalty) until the next succeeding Business Day on which the Liquidity Conditions would be satisfied immediately after giving effect to such prepayment amount.

(c)In the event that any Loan Party or a Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 6.01, except for

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Permitted Pari Passu Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt and Permitted Unsecured Refinancing Debt), the Borrower shall, substantially simultaneously with the receipt of such Net Cash Proceeds by such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds plus the applicable Prepayment Premium to prepay outstanding Loans in accordance with Section 2.13(e).

(d)[reserved]

(e)Mandatory prepayments of outstanding Loans under this Agreement shall be allocated pro rata between the Closing Date Loans and Incremental Loans (unless the applicable Incremental Facility Amendment specifies less favorable treatment for the Incremental Loans).

(f)Except as otherwise provided herein, the Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent reasonably practicable, at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty (except for any applicable Prepayment Premium with respect to mandatory prepayments pursuant to Section 2.13(c)) and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Section 2.14.Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate);

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of

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maintaining its obligation to make such Loan, or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender or such other Recipient, (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)If any Lender shall have determined that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made pursuant hereto to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower shall pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section 2.14 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

(d)Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) of this Section 2.14 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation thereof (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). The protection of this Section 2.14 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Section 2.15.Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent:

(i)such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a

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Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(ii)such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.

(b)For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Section 2.16.Breakage. The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error.

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Section 2.17.Pro Rata Treatment. Except as otherwise expressly provided herein, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with the respective principal amounts of their outstanding Loans (based on the respective outstanding principal amounts thereof unless, in the case of Incremental Loans, the applicable Incremental Facility Amendment specifies a less favorable treatment). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Dollar amount.

Section 2.18.Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any Debtor Relief Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.18 shall apply, except in connection with any assignment to an Affiliated Lender that complies with Section 9.04(k) or to a Purchasing Borrower Party that complies with Section 9.04(m)). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

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Section 2.19.Payments. (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any fees or other amounts) hereunder and under any other Loan Document not later than 12:00 (noon), New York City time, on the date when due in immediately available Dollars, without setoff, defense or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for the purpose of calculating interest thereon. Each such payment shall be made to the Administrative Agent at its offices at Eleven Madison Avenue, New York, NY 10010. The Administrative Agent shall promptly distribute to each Lender any payments received by the Administrative Agent on behalf of such Lender.

(b)Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, if applicable.

Section 2.20.Taxes.

(a)Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with the applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes; provided, however, that the Loan Parties shall not be required to pay any Other Taxes imposed solely by reason of any transfer or assignment of, or any participation in, any Commitment, Loan, promissory note evidencing a Loan, this Agreement or any Loan Document (or any portion of any of the foregoing) by any Lender or any direct or indirect assignee or participant of a Lender (other than any such transfer or assignment made at the request of Borrower pursuant to Section 2.21).

(c)The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified

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Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(f) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e)As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.20, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(f)(ii)(A), 2.20(f)(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s

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reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable (using the latest versions of the applicable IRS forms):

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS W-8BEN-E, as applicable establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS W-8BEN-E, as applicable establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed originals of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS W-8BEN-E, as applicable; or

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(4)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by any applicable “Withholding Statement” required by applicable law to be associated with the IRS Form W-8IMY, and IRS Form W-8ECI, IRS Form W-8BEN, W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification

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or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(iii)Administrative Agent shall be required to comply with this subsection 2.20(f) in the same manner as if the term “Lender” included the Administrative Agent. Further, to the extent any Person otherwise required to provide tax documentation under this subsection 2.20(f) is disregarded as an entity separate from is sole owner, as determined for U.S. federal income tax purposes, the sole owner of such entity (as determined for U.S. federal income tax purposes), in lieu of such Person, shall provide the tax documentation required under this subsection 2.20(f).

(g)If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i)For purposes of this Section 2.20, the term “applicable law” includes FATCA.

Section 2.21.Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender delivers a notice described in Section 2.15, (iii) the Borrower is required to pay Indemnified Taxes or any additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section

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2.20, (iv) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, (v) any Lender becomes a Defaulting Lender, or (vi) any Disqualified Institution becomes a Lender, then, in each case, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or Section 2.20) and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an Eligible Assignee (or, in the case of clause (vi) above, to Holdings, Parent, the Borrower or any Restricted Subsidiary) that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that ((w) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction in such compensation or payments thereafter, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent which consent shall not unreasonably be withheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under Sections 2.14 and 2.16 and, if applicable, the Prepayment Premium (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.12(d), such amount to be payable by the Borrower)); provided further that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.14, notice under Section 2.15 or Indemnified Taxes or the additional amounts paid pursuant to Section 2.20, as the case may be, cease to cause such Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in Indemnified Taxes or additional amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment

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hereunder; provided, further that any assignment to Holdings, Parent, the Borrower or any Restricted Subsidiary pursuant to clause (vi) above shall be repurchased at par and subject to Section 9.04(m) (other than Sections 9.04(m)(ii) and 9.04(m)(iii)). Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.21(a).

(b)If (i) any Lender shall request compensation under Section 2.14, (ii) any Lender delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.20, then such Lender shall (at the request of the Borrower) use reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing or assignment, delegation and transfer.

Section 2.22.Extension of Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Loans and otherwise modify the terms of such Loans pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Lender’s Loans (if any)) (each, an “Extension”, and each group of Loans as so extended, as well as the original Loans (not so extended), being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to pricing (interest rate, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an Extension with respect to

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such Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the Latest Maturity Date of the Loans), (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date of the Loans, (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no less than 91 days longer than the remaining Weighted Average Life to Maturity of non-extended Loans, (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer (provided that if the applicable Extending Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Loans of the tranche being extended), (vi) after giving effect to any tranche of Loans, there shall not be more than five tranches of Loans outstanding under this Agreement at any time (it being understood that, for purposes of this clause (vi), the Initial Loans, any tranche of Extended Loans and any tranche of Incremental Loans shall constitute separate and distinct tranches of Loans), (vii) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

(b)With respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Loans to be tendered, which shall be an integral multiple of $25,000,000 and an aggregate principal amount that is not less than $100,000,000 (or if less, the remaining outstanding principal amount thereof) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”). The transactions contemplated by this Section 2.22 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on the such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including Sections 2.04 and 2.17 or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.22 shall not apply to any of the transactions effected pursuant to this Section 2.22.

(c)The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension.

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No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or subtranches, in each case on terms consistent with this Section 2.22.

(d)In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.22.

Section 2.23.Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(ii)Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agents hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower

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against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans owed to, such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b)If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.24.Incremental Facilities.

(a)At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of term loans (the “Incremental Loans” and each such tranche, an “Incremental Facility”); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment (i) no Default or Event of Default has occurred and is continuing or shall result therefrom, (ii) the aggregate amount of Incremental Facilities plus the aggregate amount of Incremental Equivalent Debt shall not exceed the Incremental Cap. Each tranche of Incremental Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000 (or in each case such lesser minimum amount reasonably approved by the Administrative Agent).

(b)Any Incremental Loans (i) shall rank pari passu in right of payment and security with the Obligations in respect of the other outstanding Loans as set forth in the relevant Incremental Facility Amendment (which shall be reasonably satisfactory to the

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Administrative Agent), (ii) for purposes of prepayments, shall be treated substantially the same as (or, to the extent set forth in the relevant Incremental Facility Amendment, less favorably than) the other outstanding Loans, (iii) other than amortization, maturity date and pricing (interest rate, fees, funding discounts and prepayment premiums which shall be set forth in the relevant Incremental Facility Amendment), shall have the same terms as the Closing Date Loans or such terms as are reasonably satisfactory to the Administrative Agent; provided that (A) if the effective yield (which, for such purpose only, shall be deemed to take account of interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (1) the Weighted Average Life to Maturity of such Incremental Loans and (2) four years) payable to all Lenders providing such Incremental Loans (but excluding any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all Lenders (in their capacity as such) providing such Incremental Loans) on such Incremental Loans determined as of the initial funding date for such Incremental Loans exceeds the effective yield (determined on the same basis as the preceding parenthetical) on the Closing Date Loans or any then existing Incremental Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, the Applicable Margin relating to the Closing Date Loans or such then existing Incremental Loans, as applicable, shall be adjusted in order that such effective yield on such Incremental Loans shall not exceed such effective yield on the Closing Date Loans and such then existing Incremental Loans by more than 0.50%, (B) any Incremental Loans shall not have a final maturity date earlier than the then Latest Maturity Date and (C) any Incremental Loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the later of the then remaining Closing Date Loans or then existing Incremental Loans, as applicable, (iv) after giving effect to such tranche of Incremental Loans, there shall not be more than five tranches of Loans outstanding under this Agreement at any time (it being understood that, for purposes of this clause (iv), the Initial Loans, any tranche of Extended Loans and any tranche of Incremental Loans shall constitute separate and distinct tranches of Loans) and (v) the Incremental Loans shall not be guaranteed by any Person that is not a Loan Party and shall not be secured by any asset that is not Collateral.

(c)Each notice from the Borrower pursuant to this Section 2.24 shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Any Additional Lenders that elect to extend Incremental Loans shall be reasonably satisfactory to the Borrower and (unless such Additional Lender is already a Lender or an Affiliate of a Lender) the Administrative Agent (in each case, any approval thereof not to be unreasonably withheld or delayed), and, if not already a Lender, shall become a Lender under this Agreement pursuant to an Incremental Facility Amendment. Each Incremental Facility shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Incremental Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrower, the Administrative Agent and the Additional Lenders with respect to such Incremental Facility Amendment. No Lender shall be obligated to provide any Incremental Loans,

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unless it so agrees. Commitments in respect of any Incremental Loans shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24 (including to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.08(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to the satisfaction or waiver on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to the date of making any extension of credit in Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of any Incremental Loans may be used for any general corporate purpose permitted hereunder. To the extent reasonably requested by the Administrative Agent, the effectiveness of an Incremental Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01, with respect to the Borrower and the Restricted Subsidiaries. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this Section 2.24.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

The Loan Parties represent and warrant to the Administrative Agent, the Collateral Agent and each of the Lenders that:

Section 3.01.Organization; Powers. Each Loan Party and each Restricted Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Loan Party and each Restricted Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

Section 3.02.Authorization. The Borrower and each other Loan Party is duly authorized to execute, deliver and perform the Loan Documents to which it is party. The execution, delivery and performance of the Loan Documents by the Borrower and each other Loan Party have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Equity Interests of the Borrower and such Loan Party, other than those already obtained; (b) contravene the certificate or articles of incorporation or other constitutive documents or by-laws or operating agreements of the Borrower and such Loan Party; (c) violate or cause a default under (i) any Applicable Law or (ii) Material Contract; or (d) result in or require the imposition of any Lien on any Collateral (other than Permitted Liens), except in the case of clauses (a), (c)(ii) and (d), as

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could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 3.03.Enforceability. Each Loan Document is a legal, valid and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms, except as enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, by general principles of equity and by an implied covenant of good faith and fair dealing.

Section 3.04.Approvals. Each Loan Party and each Restricted Subsidiary has, is in compliance with, and is in good standing with respect to, all actions, consent or approvals of any Person or Governmental Authority necessary to conduct its business and to own, lease and operate its Properties, except as could not reasonably be expected to have a Material Adverse Effect.

Section 3.05.Financial Statements. The consolidated balance sheets, and related statements of operations, cash flow and members’ surplus, of the Loan Parties and the Restricted Subsidiaries that have been and are hereafter delivered to the Administrative Agent and the Lenders, are prepared in accordance with GAAP, and fairly present in all material respects the financial positions and results of operations of the Loan Parties and the Restricted Subsidiaries at the dates and for the periods indicated. Such balance sheets and the notes thereto disclose all material liabilities of the Loan Parties and the Restricted Subsidiaries as of the dates thereof in accordance with GAAP. Such financial statements were prepared in accordance with GAAP applied on a consistent basis, subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes.

Section 3.06.No Material Adverse Change. Since December 31, 2013, there has been no change in the condition, financial or otherwise, of any Loan Party or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect.

Section 3.07.Title to Properties; Possession Under Leases. (a) Each of the Loan Parties and each Restricted Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens.

(b)Each of the Loan Parties and each Restricted Subsidiary is in compliance with all obligations under all Material Leases to which it is a party and all such leases are in full force and effect.

Section 3.08.Subsidiaries. Schedule 3.08 shows, for Holdings and each subsidiary of Holdings as of the Closing Date, its name, its jurisdiction of organization, its authorized and issued Equity Interests, and the holders of its Equity Interests, and all

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agreements binding on such holders with respect to their Equity Interests. Except as disclosed on Schedule 3.08, in the five years preceding the Closing Date, no Loan Party has operated under any prior name (including trade names) or been the surviving entity by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise. Each Loan Party and each Restricted Subsidiary has good title to its Equity Interests in its Subsidiaries and all such Equity Interests are duly issued, fully paid and non-assessable and are owned by Holdings, directly or indirectly, free and clear of all Liens (other than Liens created under the Security Documents). As of the Closing Date, all Subsidiaries of the Borrower are Restricted Subsidiaries, Holdings has no subsidiaries other than Parent and Parent has no subsidiaries other than the Borrower.

Section 3.09.Litigation; Compliance with Laws. Except as shown on Schedule 3.09, (a) there are no proceedings or investigations pending or, to any Loan Party’s knowledge, threatened against any Loan Party or any Restricted Subsidiary, or any of their businesses, operations or Properties that (i) directly relate to any Loan Documents or transactions contemplated thereby or (ii) could reasonably be expected to have a Material Adverse Effect and (b) there are no judgments outstanding against any Loan Party or any Restricted Subsidiary or affecting any property of any Loan party or any Restricted Subsidiary that constitute an Event of Default.

Section 3.10.Agreements. (a) No Loan Party nor any Restricted Subsidiary is party or subject to any Restrictive Agreement, except (a) as shown on Schedule 3.10 and (b) to the extent expressly permitted pursuant to Section 6.04(b). No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by a Loan Party.

(b)None of the Loan Parties or any Restricted Subsidiary is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other Material Contract or instrument to which it is a party or by which it or any of its Properties are or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect.

Section 3.11.Federal Reserve Regulations. No Loan Party nor any Restricted Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds will be used by the any Loan Party or any Restricted Subsidiary to purchase or carry, or to reduce or refinance any Indebtedness incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X.

Section 3.12.Not a Regulated Entity. No Loan Party nor any Restricted Subsidiary is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Indebtedness.

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Section 3.13.Use of Proceeds. The Borrower will use the proceeds of the Closing Date Loans only for the purposes specified in the introductory statement to this Agreement. The proceeds of any Incremental Loans may be used for any general corporate purpose permitted hereunder.

Section 3.14.Tax Returns. Each of the Loan Parties and the Restricted Subsidiaries has timely filed all federal and all material state, local and foreign tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all material Taxes required to have been paid, except to the extent being Properly Contested. The provision for Taxes on the books of the Loan Parties and the Restricted Subsidiaries is, to the knowledge of the Loan Parties, adequate for all years not closed by applicable statutes, and for its current fiscal year. To the knowledge of the Loan Parties, (i) there is no proposed written Tax assessment against any Loan Party and (ii) there is no current or pending audit or other formal investigation of any Loan Party by a Governmental Authority, in the case of each of clause (i) and clause (ii), except as set forth on Schedule 3.14. The Borrower does not have, and has never had, a trade or business or a permanent establishment in any country other than the United States. The Borrower is treated as an entity disregarded as separate from its indirect owner, Holdings, for U.S. federal income tax purposes and its regarded owner for U.S. federal income tax purposes is a “United States person” within the meaning of Section 7701(a)(30) of the Code.

Section 3.15.No Material Misstatements. All written information furnished by or on behalf of any Loan Party (i) prior to the Closing Date, to the Administrative Agent or, solely in the case of the Confidential Information Memorandum, any Lender and (ii) from the Closing Date, to the Administrative Agent or any Lender (in the case of each of clauses (i) and (ii) above, other than projected financial information, pro forma financial information, market data and information of a general economic or industry nature), in the case of each of clauses (i) and (ii) above, in connection with the Transactions is or will be, when furnished and taken as a whole, complete and correct in all material respects and does not and will not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made, in each case after giving effect to all supplements thereto. With respect to projected financial information and pro forma financial information furnished to the Administrative Agent and/or included in the Confidential Information Memorandum, the Borrower represents that such information has been or will be prepared in good faith and consistent with Holding’s historical financial statements and upon assumptions believed by the Borrower in good faith to be reasonable at the time made and at the time such projected financial information was made available to the Administrative Agent, it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections, and such differences may be material.

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Section 3.16.Employee Benefit Plans. Except as disclosed on Schedule 3.16:

(a)Except as would not have a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal and state laws, and its terms. Each Plan (other than a Multiemployer Plan) that is intended to qualify under Section 401(a) of the Code (i) has received a favorable determination letter (or opinion letter on which it can rely, as applicable) from the IRS upon which the Plan can rely and, to the knowledge of the Loan Parties, nothing has occurred which would prevent, or cause the loss of, such qualification, (ii) has submitted (or will submit) an application for such a letter promptly after the adoption of a Plan and/or (iii) will submit an application for such a letter within the applicable remedial amendment period. Except as would not have a Material Adverse Effect Borrower and its ERISA Affiliates have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any such Plan.

(b)There are no pending or, to the knowledge of the Loan Parties, threatened claims (other than routine claims for benefits), actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Loan Parties, there has been no non-exempt prohibited transaction with respect to any Plan that has resulted in or would reasonably be expected to have a Material Adverse Effect.

(c)Except as would not have a Material Adverse Effect (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any material Unfunded Pension Liability; (iii) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither Borrower nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to liability under Section 4069 or 4212(c) of ERISA.

Section 3.17.Environmental Matters. Except as disclosed on Schedule 3.17 or as to matters which have been fully resolved without further obligation or liability:

(a)no Loan Party nor any Restricted Subsidiaries’ present or, to the actual knowledge of the Loan Parties’, past operations, Real Estate or other Properties are subject to any pending governmental investigation relating to any Environmental Law which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;

(b)no Loan Party nor any Restricted Subsidiary has received any Environmental Notice, which if the allegations therein were true would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;

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(c)each of the Loan Parties and the Restricted Subsidiaries is, and has been, in compliance with applicable Environmental Laws (which compliance includes obtaining and complying with all permits, licenses and approvals required under Environmental Laws), except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect; and

(d)(i) there are no pending lawsuits, proceedings, claims, actions, suits or arbitrations or Environmental Liabilities relating to any Environmental Law, or to the actual knowledge of the Loan Parties, threatened against any Loan Party or any Restricted Subsidiary, and (ii) to the actual knowledge of the Loan Parties, there are no facts, conditions, or circumstances that could reasonably be expected to result in such a lawsuit, proceeding, claim, action, suit or arbitration or Environmental Liability, in the case of clauses (i) and (ii), except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 3.18.Insurance. Schedule 3.18 lists all insurance policies maintained by the Loan Parties or by the Loan Parties for their Restricted Subsidiaries as of the Closing Date. As of the Closing Date, such insurance is in full force and effect and all premiums have been duly paid.

Section 3.19.Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and the Pledge Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in the Pledge Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Pledge Agreement) is delivered to the Collateral Agent, the Lien created under the Pledge Agreement shall constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person (other than Persons holding Permitted Liens), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, other than Permitted Liens.

(b)Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19, the Liens created under the Guarantee and Collateral Agreement shall constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the

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Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (other than Persons holding Permitted Liens) (it being understood that subsequent recordations in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Section 3.20.Location of Real Property and Leased Premises. (a) Schedule 3.20(a) lists completely and correctly as of the Closing Date all Real Estate owned by the Loan Parties and the addresses thereof. As of the Closing Date, the Loan Parties own in fee all the Real Estate set forth on Schedule 3.20(a).

(b)Schedule 3.20(b) lists completely and correctly as of the Closing Date all Real Estate leased by the Loan Parties and the addresses thereof. As of the Closing Date, the Loan Parties have valid leases in all the Real Estate set forth on Schedule 3.20(b).

Section 3.21.Labor Matters. No Loan Party is party to or bound by any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or, to any Loan Party’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining, which in either case could reasonably be expected to have a Material Adverse Effect.

Section 3.22.Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan, on the Closing Date and after giving effect to the application of the proceeds of each Loan, the Loan Parties and the Restricted Subsidiaries, on a consolidated basis, shall be Solvent.

Section 3.23.No Defaults. No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Loan Party nor any Restricted Subsidiary is in default under any Material Contract to the extent such default is reasonably likely to result in the termination of such Material Contract by any party thereto (other than such Loan Party and such Restricted Subsidiary) prior to its scheduled termination date.

Section 3.24.[Reserved].

Section 3.25.Intellectual Property. To the knowledge of each Loan Party, each Loan Party and each Restricted Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others, except as could not reasonably be expected to have a Material Adverse Effect. There is no pending or, to any Loan Party’s knowledge, threatened Intellectual Property Claim with respect to any Loan Party or any Restricted Subsidiary or any of its Property (including any Intellectual Property) which could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, all registered Intellectual Property owned, used or licensed by, or otherwise subject to any interests of, any Loan Party or any Restricted Subsidiary is shown on Schedule 3.25.

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Section 3.26.Anti-Terrorism Law; Foreign Corrupt Practices Act. None of the Loan Parties nor any Restricted Subsidiary and, to the knowledge of the Loan Parties and the Restricted Subsidiaries, none of such Person’s respective Affiliates is in violation of any Applicable Laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and the USA PATRIOT Act. No part of the proceeds of the Loans will be used by any Loan Party or any of their Subsidiaries, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). No Loan Party or any Restricted Subsidiary nor, to the knowledge of any Loan Party, any director, officer, agent, employee or Affiliate of any Loan Party or any Restricted Subsidiary, (i) is a person on the list of “Specially Designated Nationals and Blocked Persons” or (ii) is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and none of the Loan Parties or any Restricted Subsidiary will directly or indirectly use the proceeds of the Loans or otherwise knowingly make available such proceeds to any person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

ARTICLE 4

CONDITIONS OF LENDING

The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions:

Section 4.01.Conditions to Closing. On the Closing Date:

(a)The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, a favorable written opinion of Stroock & Stroock & Lavan LLP, counsel for the Borrower (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower hereby requests such counsel to deliver such opinion.

(b)[Reserved].

(c)The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party (or Person Controlling such Loan Party that is reasonably acceptable to the Administrative Agent) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause

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(B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar body of such Loan Party (or Person Controlling such Loan Party that is reasonably acceptable to the Administrative Agent) authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request.

(d)The Administrative Agent shall have received a certificate in form and substance satisfactory to the Administrative Agent, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.01 (other than those conditions which are subject to the request or satisfaction of the Lenders or the Administrative Agent).

(e)The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(f)The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document.

(g)The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated.

(h)The Administrative Agent shall have received a notice of Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02).

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(i)The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement or to name the Collateral Agent as additional insured, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.

(j)The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties are already qualified by materiality in which case such representations and warranties shall be true and correct in all respects and (ii) to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

(k)No Default or Event of Default shall have occurred and be continuing.

(l)The Administrative Agent shall have received a solvency opinion in form and substance and from an independent valuation firm, in each case acceptable to the Administrative Agent.

(m)The Administrative Agent shall have received a copy of the fully executed amendment to the Borrower’s Revolving Credit Facility in form and substance satisfactory to the Administrative Agent.

(n)The Administrative Agent shall have received a copy of the fully executed Intercreditor Agreement in form and substance satisfactory to the Administrative Agent.

(o)The indenture relating to the Existing Notes shall have been fully satisfied and discharged, the obligations and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.

(p)The Administrative Agent shall have received (i) the audited consolidated balance sheets and related statements of operations, cash flows and members’ surplus of Holdings for the 2013 fiscal year and (ii) the unaudited consolidated balance sheets and related statements of operations and cash flows of Holdings for the fiscal quarter ended March 31, 2014.

(q)The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent from the chief financial officer of the Borrower certifying that each of the Loan Parties after giving effect to the Transactions to occur on the Closing Date, is Solvent.

(r)All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there

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shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby.

(s)The Lenders shall have received, to the extent requested at least five (5) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(t)The Borrower shall have obtained a public corporate credit rating from S&P and a public corporate family rating from Moody’s.

Section 4.02.Conditions to Closing of Each Incremental Facility. In addition to the conditions in Section 2.24, the agreement of each Lender to make Incremental Loans is subject to the satisfaction of the following conditions precedent:

(a)The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of such date, except (i) to the extent such representations and warranties are already qualified by materiality in which case such representations and warranties shall be true and correct in all respects and (ii) to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

(b)No Default or Event of Default shall have occurred and be continuing.

(c)The Administrative Agent shall have received a notice of Borrowing as required by Section 2.03.

Each Borrowing of a Loan (other than a conversion of Loans to the other Type, or a continuation of Eurodollar Loans) by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of the making of such Incremental Loans that the conditions contained in this Section 4.02 have been satisfied.

ARTICLE 5

AFFIRMATIVE COVENANTS

Each of Holdings, Parent and the Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full, unless the Required Lenders shall otherwise consent in writing, Holdings, the Parent and the Borrower will, and will cause each of the Restricted Subsidiaries to:

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Section 5.01.Existence; Compliance with Laws; Businesses and Properties.

(a)Except as otherwise expressly permitted under Sections 6.06 and 6.09, (i) preserve, renew and maintain in full force and effect its legal existence under the laws of the jurisdiction of its organization and (ii) take all reasonable action to maintain in all respects all rights, privileges (including its good standing), permits, licenses and franchises necessary in the Ordinary Course of Business, except in the case of clause (ii), where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, FCPA, OFAC, and laws regarding collection and payment of Taxes, and maintain all approvals necessary to the ownership, lease or operation of its Properties or Real Estate or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any Environmental Release or threatened Environmental Release occurs at, on, under, from or to any Properties or Real Estate of any Loan Party or any Restricted Subsidiary, such Loan Party or such Restricted Subsidiary shall, after obtaining knowledge thereof, promptly and diligently comply with all reporting, investigatory, corrective action and other requirements under Environmental Law to the extent necessary to respond to, remediate or otherwise address the Environmental Release in accordance with Environmental Law, whether or not directed to do so by any Governmental Authority.

(c)Keep each material license affecting any material Property of the Loan Parties or the Restricted Subsidiaries in full force and effect, except if the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(d)At all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition (except for ordinary wear and tear and casualty and condemnation events) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted in all material respects at all times, except if the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02.Insurance. Maintain insurance with insurers (with a Best Rating of at least A7, unless otherwise approved by the Administrative Agent) reasonably satisfactory to Administrative Agent, with respect to the Properties and business of the Loan Parties and the Restricted Subsidiaries of such type (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated.

Section 5.03.Taxes. Pay and discharge all of its material Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested.

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Section 5.04.Financial Statements, Reports, etc. Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions; and furnish to the Administrative Agent which shall furnish to each Lender:

(a)as soon as available, and in any event within 105 days after the close of each fiscal year (commencing with the fiscal year ending December 31, 2014), balance sheets as of the end of such fiscal year and the related statements of operations, cash flow and members’ surplus for such fiscal year, on a consolidated basis for Holdings and its subsidiaries, which consolidated statements shall be audited and certified (without qualification) by a firm of independent certified public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Administrative Agent (it being agreed that Deloitte & Touche LLP is acceptable to the Administrative Agent), and shall set forth in comparative form corresponding figures for the preceding fiscal year, together with a “management discussion and analysis” in form consistent with the “management discussion and analysis” delivered in respect of the Existing Notes (which may be set forth in a separate document and not included with the audited financial statements);

(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of operations, cash flow and members’ surplus showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, which financial statements shall have been subject to a SAS 100 review (or other similar review by Holdings’s accountants if otherwise available) or shall have been certified by Holdings’s chief financial officer as fairly presenting the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, together with a “management discussion and analysis” in form consistent with the “management discussion and analysis” delivered in respect of the Existing Notes (which may be set forth in a separate document and not included with the quarterly financial statements);

(c)to the extent furnished to lenders under the Revolving Credit Facility, substantially concurrently with such furnishing, the financial statements required by Section 4.1(a)(i) of the Revolving Credit Facility;

(d)concurrently with the delivery of financial statements under clauses (a) and (b) above, (i) a Compliance Certificate executed by the chief financial officer of the Borrower (A) certifying that no Event of Default or, to the knowledge of the chief financial officer, no Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in

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reasonable detail satisfactory to the Administrative Agent of the Available Amount (and the application of amounts thereof, if any, during the period covered by such financial statements) and in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow and (ii) in the case of a certificate delivered with the financial statements required by paragraph (a) above, beginning with the certificate delivered in respect of the fiscal year ending December 31, 2015, a Perfection Certificate Supplement or a certificate of a Financial Officer of the Borrower confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement delivered pursuant to the Guarantee and Collateral Agreement;

(e)not later than 30 days following the receipt thereof, copies of all management letters and other material reports submitted to Holdings or its subsidiaries by its accountants in connection with such financial statements, if any;

(f)not later than 45 days after the beginning of each fiscal year, projections of the Holding’s consolidated balance sheets and related statements of operations and cash flow for the next fiscal year, quarter by quarter;

(g)promptly after the sending or filing thereof, copies of (i) any proxy statements, financial statements or reports that any Loan Party or any Restricted Subsidiary has made generally available to its members and (ii) any regular, periodic and special reports or registration statements or prospectuses that any Loan Party or any Restricted Subsidiary files with the U.S. Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; provided, however, that with respect to each of the items to be furnished to the Administrative Agent and the Lenders pursuant to this clause (g), each such item shall be deemed to be so furnished to the extent it is posted to a secure, password-protected website to which the Administrative Agent has been granted access and such Loan Party has provided the Administrative Agent and the Lenders with written notice that such item has been posted;

(h)[reserved];

(i)promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(j)within 120 days after the beginning of each fiscal year, at the request of the Administrative Agent or of the Required Lenders and, upon reasonable prior notice, hold a telephonic conference call with all Lenders who choose to participate, at the expense of the participating Lenders, at which meeting the financial results of the previous fiscal year, the financial condition of Holdings and its subsidiaries and the projections presented for the current fiscal year of Holdings shall be reviewed;

(k)[reserved;]

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(l)at any time that any of the Borrower’s Subsidiaries is an Unrestricted Subsidiary (other than with respect to Neff Rental Finance Corp.), then the financial statements required by Sections 5.04(a) and (b) shall attach unaudited consolidating financial statements with respect to such Unrestricted Subsidiary (or, in the case of financial statements required by Section 5.04(a), audited consolidating financial statements if required by GAAP) unless (i) such Unrestricted Subsidiary owns tangible assets that have an aggregate fair market value of less than 2.5% of the Consolidated Tangible Assets as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b) and has revenues that would account for less than 2.5% of the total consolidated revenues of Holdings for the last four fiscal quarters ended as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b) and (ii) taken together, all such Unrestricted Subsidiaries collectively own tangible assets that have an aggregate fair market value of less than 5.0% of the Consolidated Tangible Assets as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b) and collectively have revenue that would account for less than 5.0% of the total consolidated revenues of Holdings for the last four fiscal quarters ended as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b);

(m)[reserved]; and

(n)such other reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with any Collateral or any Loan Party’s financial condition or business.

The Borrower hereby acknowledges and agrees that all financial statements and certificates furnished pursuant to paragraphs (a) and (b) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by the fourth paragraph of Section 9.01 and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC” in accordance with such paragraph.

Section 5.05.Litigation and Other Notices. Notify the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any of the following that affects any Loan Party:

(a)the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;

(b)any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;

(c)any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar

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term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;

(d)the existence of any Default or Event of Default;

(e)any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;

(f)the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;

(g)any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;

(h)any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;

(i)receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;

(j)the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(k)the discharge of or any withdrawal or resignation by Holdings’s independent accountants;

(l)the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and

(m)any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Moody’s or in the ratings of the Loans by S&P or Moody’s, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.

Section 5.06.Information Regarding Collateral. Furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name, (ii) in the jurisdiction of organization or formation of any Loan Party, (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. Holdings, Parent and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform

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Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.

Section 5.07.Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities.

(b)Permit the Agents from time to time, subject (except when an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Loan Party or any Restricted Subsidiary, inspect, audit and make extracts from any Loan Party’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Loan Party’s business, financial condition, assets, and results of operations; provided that, unless an Event of Default shall have occurred and be continuing, the Agents shall not exercise such rights under this Section 5.07(b) more often than one time per fiscal year. Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party. The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by the Agents and the Lenders for their purposes, and none of the Loan Parties or the Restricted Subsidiaries shall be entitled to rely upon them.

(c)Reimburse the Agents for all reasonable charges, costs and expenses of the Agents in connection with examinations of any Loan Party’s books and records or any other financial or Collateral matters as the Agents deem appropriate, up to one time per fiscal year; provided, however, that if an examination is initiated during an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by the Borrower without regard to such limits. Subject to and without limiting the foregoing, the Borrower specifically agrees to pay each Agent’s then standard charges for each day that an employee of such Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of such Agent’s internal appraisal group. This Section 5.07(c) shall not be construed to limit the Agents’ rights to conduct examinations or to obtain appraisals, nor to use third parties for such purposes.

(d)In the case of the Borrower, use commercially reasonable efforts to cause the Loans to be continuously rated by S&P and Moody’s and use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Moody’s, in each case in respect of the Borrower.

Section 5.08.Use of Proceeds. Use the proceeds of the Loans only for the purposes specified in the introductory statement to this Agreement.

Section 5.09.Additional Guarantors. (a)If, after the Closing Date, (1) the Borrower or any other Loan Party shall acquire or create another Domestic Subsidiary,

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(2) any Unrestricted Subsidiary is Redesignated as a Domestic Restricted Subsidiary or (3) any Foreign Restricted Subsidiary guarantees any Indebtedness of the Borrower or another Loan Party, then the Borrower or any other applicable Loan Party shall within five (5) Business Days (or such longer period as may be agreed by the Administrative Agent) (i) cause such Domestic Restricted Subsidiary or Foreign Restricted Subsidiary, as applicable, (A) to become a party to the Guarantee and Collateral Agreement and the Pledge Agreement and (B) to take such actions necessary to grant to the Agents for the benefit of the Secured Parties a perfected second priority security interest in the Collateral and the Pledged Collateral described in the Guarantee and Collateral Agreement and the Pledge Agreement, respectively, with respect to such Domestic Restricted Subsidiary or Foreign Restricted Subsidiary, as applicable, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by applicable law or as may be reasonably requested by the Agents, (ii) execute and deliver to the Agents such amendments to the Pledge Agreement (including schedules thereto) as the Agents deem necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected second priority security interest (subject to Permitted Liens) in the Equity Interests of such Domestic Restricted Subsidiary or Foreign Restricted Subsidiary to the extent required by the Pledge Agreement and deliver the certificates, if any, representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer to the extent required by the Pledge Agreement and (iii) if reasonably requested by the Agents, deliver to the Agents customary legal opinions in form and substance reasonably satisfactory to the Agents and any other agreements, instruments, certificates or documents as may be required pursuant to the Security Documents or as may be reasonably requested by the Agents; provided, however, the Borrower and the Restricted Subsidiaries shall not be required to comply with the provisions of this clause (a) with respect to any such Domestic Restricted Subsidiary (I) that (x) owns tangible assets that have an aggregate fair market value of less than 2.5% of the Consolidated Tangible Assets and (y) together with all such Domestic Restricted Subsidiaries exempted from the requirements of this Section 5.09 pursuant to this proviso own tangible assets that have an aggregate fair market value of less than 5.0% of Consolidated Tangible Assets, in each case, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b) and (II) (x) whose revenues would account for less than 2.5% of the total consolidated revenues of Holdings and (y) whose revenues, taken together with the revenues of all such Domestic Restricted Subsidiaries exempted from the requirements of this Section 5.09 pursuant to this proviso, would account for less than 5.0% of the total consolidated revenues of Holdings, in each case, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b).

(b)Notwithstanding anything to the contrary, any Subsidiary that is a borrower under, or a guarantor with respect to, the Revolving Credit Facility shall be a Guarantor of the Obligations hereunder.

Section 5.10.Additional Collateral; Further Assurances. Execute any and all further documents, financing statements, agreements and instruments, and take all further

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action (including filing Uniform Commercial Code and other financing statements, and mortgages, if applicable) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and second priority of the security interests created or intended to be created by the Security Documents. In addition, from time to time, Holdings, Parent and Borrower will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its and the Restricted Subsidiaries’ assets and properties as the Agents or the Required Lenders shall designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of Holdings, Parent, the Borrower and the Restricted Subsidiaries constituting (or required to constitute) Collateral (including properties acquired subsequent to the Closing Date) pursuant to the Security Documents). Such security interests and Liens will be created under the Security Documents and other security agreements and other instruments and documents in form and substance satisfactory to the Collateral Agent, and Holdings, Parent and the Borrower shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions and lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this Section 5.10. The Borrower agrees to provide such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien.

Section 5.11.Designation of Unrestricted Subsidiaries.

(a)The Borrower may designate any Subsidiary of the Borrower as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) only if:

(i)no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;

(ii)the Borrower or any Restricted Subsidiary would be permitted to make, at the time of such Designation, an Investment pursuant to Section 6.05 in an amount equal to the fair market value of the Borrower’s or such Restricted Subsidiary’s proportionate interest in such Subsidiary on such date; and

(iii)the Total Leverage Ratio does not exceed 4.0 to 1.0 on a pro forma basis after giving effect to such Designation tested as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b).

(b)Without limiting the provisions of the foregoing clause (a) and in furtherance thereof, no Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary:

(i)has no Indebtedness other than Non-Recourse Debt;

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(ii)is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Borrower or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates;

(iii)is a Person with respect to which neither the Borrower nor any Restricted Subsidiary has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and

(iv)has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Borrower or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Borrower or any Restricted Subsidiary.

(c)If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be incurred under Section 6.01 or the Lien is not permitted under Section 6.02, the Borrower shall be in default of the applicable Section.

(d)The Borrower may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

(i)no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation;

(ii)all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Agreement; and

(iii)the Total Leverage Ratio does not exceed 4.0 to 1.0 on a pro forma basis after giving effect to such Redesignation tested as of most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b).

(e)All Designations and Redesignations shall be evidenced by resolutions of the board of directors of the Borrower, delivered to the Administrative Agent certifying compliance with the foregoing provisions.

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Section 5.12.Post-Closing Collateral Matters.

Executed and deliver the documents and complete the tasks set forth on Schedule 5.12, in each case, within the time limits specified on such schedule.

ARTICLE 6

NEGATIVE COVENANTS

Holdings, Parent and the Borrower covenant and agree with each Lender that, so long as this Agreement shall remain in effect and until the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document have been paid in full, unless the Required Lenders shall otherwise consent in writing, Holdings, Parent and the Borrower will not, and will not cause or permit any of the Restricted Subsidiaries to:

Section 6.01.Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:

(a)Indebtedness created hereunder and under the other Loan Documents;

(b)Junior Debt; provided (i) (A) in the case of Junior Secured Debt, the Total Leverage Ratio does not exceed 5.50 to 1.00 on a pro forma basis after giving effect to such incurrence of Junior Debt tested as of most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b) and (B) in the case of unsecured Indebtedness, the Total Leverage Ratio does not exceed 6.00 to 1.00 on a pro forma basis after giving effect to such incurrence tested as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), (ii) no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) in the case of an incurrence of Junior Secured Debt, such Junior Secured Debt is subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (iv) such Junior Debt has a final maturity no sooner than, and a Weighted Average Life to Maturity no less than, the Loans, (v) there is no borrower or guarantor with respect to such Junior Debt that is not a Loan Party, (vi) in the case of Junior Secured Debt, such Junior Secured Debt is secured by a Lien that does not extend to any assets of Holdings and its subsidiaries that do not constitute Collateral, and (vii) the terms of such Junior Debt when taken as a whole are not more restrictive to the Loan Parties than the terms contained herein;

(c)Permitted Purchase Money Debt;

(d)Indebtedness existing on the date hereof and set forth in Schedule 6.01(d);

(e)to the extent constituting Indebtedness, cash management obligations and other Indebtedness in respect of cash management services in the Ordinary Course of Business, other than obligations outstanding under Hedging Agreements permitted under Section 6.14;

(f)Indebtedness not otherwise permitted pursuant to this Section 6.01 that is in existence when a Person becomes a Restricted Subsidiary or that is secured by an asset

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when acquired by a Loan Party or a Restricted Subsidiary or that is incurred in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, and, together with any Refinancing Debt in respect thereof, does not exceed $50,000,000 in the aggregate at any time outstanding;

(g)Indebtedness in respect of Sale and Leaseback Transactions in an aggregate principal amount at any time not to exceed the greater of (i) $20,000,000 and (ii) 4.0% of Consolidated Tangible Assets;

(h)Refinancing Debt (other than in respect of Section 6.01(i));

(i)Indebtedness of the Borrower and any Guarantor under the Revolving Credit Facility in an aggregate amount at any time outstanding incurred pursuant to this clause (i) in a principal amount not to exceed the greater of (1) $500,000,000 and (2) the amount determined in accordance with clause (b) of the definition of Borrowing Base (as defined in the Revolving Credit Facility as in effect on the date hereof);

(j)unsecured Indebtedness to Permitted Investors, or any investment fund or vehicle managed, sponsored or advised by a Permitted Investor, and any Affiliate of or successor to any such investment fund or vehicle in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding so long as no cash interest or amortization payments are made on, or required with respect to, such Indebtedness and such Indebtedness has a final maturity date at least six months after the Latest Maturity Date;

(k)intercompany Indebtedness of Parent and the Restricted Subsidiaries to the extent permitted by Section 6.05(e) so long as such Indebtedness is subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;

(l)Indebtedness under Hedging Agreements permitted under Section 6.14;

(m)Indebtedness arising in connection with the endorsement of instruments or other payment items for deposit in the Ordinary Course of Business;

(n)Indebtedness incurred in the Ordinary Course of Business under performance, surety, statutory, and appeal bonds, and Indebtedness incurred in respect of workers’ compensation claims;

(o)Indebtedness consisting of property, casualty, liability, or other insurance premiums due or financed in the Ordinary Course of Business;

(p)indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the Loan Parties or any Restricted Subsidiary or Equity Interests of the Loan Parties or any Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in

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respect of all such obligations outstanding under this clause (p) shall at no time exceed the gross proceeds actually received by the Loan Parties and the Restricted Subsidiaries in connection with such disposition;

(q)Indebtedness incurred by Foreign Restricted Subsidiaries in an aggregate principal amount not exceeding $20,000,000 at any time outstanding;

(r)[reserved];

(s)Indebtedness that is not included in any of the preceding clauses of this Section 6.01 not to exceed a principal amount in the aggregate at any time equal to the greater of (i) $30,000,000 and (ii) 6.0% of Consolidated Tangible Assets; provided, that Indebtedness incurred by any Restricted Subsidiary that is not a Loan Party shall not exceed $10,000,000 at any time;

(t)Permitted Pari Passu Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt and/or Permitted Unsecured Refinancing Debt and any Refinancing Debt with respect thereto;

(u)Indebtedness of the Borrower in respect of one or more series of senior unsecured notes or senior secured notes that will be secured by the Collateral on a pari passu or junior basis with the Obligations (“Incremental Equivalent Debt”), to the extent that the Borrower would have been permitted to incur such Indebtedness pursuant to, and such Indebtedness shall be deemed to be incurred in reliance on, Section 2.24 (and subject to the conditions set forth therein, other than Section 2.24(b)(iii)); provided that (i) such Incremental Equivalent Debt is not scheduled to mature prior to the Latest Maturity Date then in effect, (ii) the aggregate principal amount of Incremental Equivalent Debt issued pursuant to this clause (u) plus the aggregate principal amount of any Incremental Facilities shall not exceed the Incremental Cap, (iii) such Incremental Equivalent Debt shall not be guaranteed by any person other than a Loan Party (but such Incremental Equivalent Debt may include a co-issuer or co-borrower that is a shell entity that is formed for the sole purpose of acting as co-issuer or co-borrower with respect thereto and holds no assets and has no liabilities other than liabilities with respect to the issuance of such Incremental Equivalent Debt), (iv) in the case of Incremental Equivalent Debt that is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings, Parent, the Borrower or any of the Restricted Subsidiaries other than any asset constituting Collateral, (v) the Weighted Average Life to Maturity of such Incremental Equivalent shall not be less than the Weighted Average Life to Maturity of the Loans outstanding hereunder, (vi) if such Incremental Equivalent Debt is secured, such Incremental Equivalent Debt and the trustee or agent under the documentation governing such Incremental Equivalent Debt shall be subject to the Intercreditor Agreement or another intercreditor agreement satisfactory to the Administrative Agent reflecting the junior or pari passu status of such Incremental Equivalent Debt and (vii) the covenants and events of default applicable to such Incremental Equivalent Debt shall not be, when taken as a whole, materially more favorable to the holders of such Incremental Equivalent Debt than those applicable to the Loans or shall otherwise be reasonably

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satisfactory to the Administrative Agent (it being agreed that terms applicable only after the Latest Maturity Date are satisfactory); and

(v)all premiums (if any), interest (including interest paid-in-kind), fees (including up-front fees and original issue discount), expenses, charges, accretion of original issue discount and additional or contingent interest on obligations described in clauses (a) through (u) of this Section 6.01.

Section 6.02.Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any Person, including any Loan Party or any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

(a)any Lien created under the Loan Documents;

(b)Purchase Money Liens securing Permitted Purchase Money Debt;

(c)Liens for Taxes not yet due or being Properly Contested;

(d)statutory Liens, landlords and mechanics’, workers’, materialmen’s or other like Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is (x) not yet due or payable or (y) being Properly Contested, and (ii) such Liens could not reasonably be expected to have a Material Adverse Effect;

(e)Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts (except those relating to Indebtedness), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, including rights of offset and set-off;

(f)pledges or deposits of money securing statutory obligations under workmen’s compensation, unemployment insurance, social security or public liability laws or similar legislation;

(g)Liens arising by virtue of a judgment or judicial order against any Loan Party or any Restricted Subsidiary, or any Property of any Loan Party or any Restricted Subsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested and (ii) with respect to any such Liens on the Collateral, at all times junior to the Collateral Agent’s Liens;

(h)easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business;

(i)normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection;

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(j)Liens securing the obligations of any Loan Party or any Restricted Subsidiary with respect to (i) Indebtedness permitted under Section 6.01(i) and Related Swap Contracts (as defined in the Revolving Credit Facility as in effect on the date hereof), (ii) Junior Secured Debt permitted under Section 6.01(b), (iii) Indebtedness permitted under Section 6.01(q), provided such Liens permitted by this clause (iii) encumber the assets of one or more Foreign Restricted Subsidiaries only and such assets do not constitute Collateral, (iv) rental split arrangements, (v) Indebtedness permitted under Section 6.01(g), provided such Liens permitted by this clause (v) encumber only the assets subject to such Sale and Leaseback Transactions; (vi) Indebtedness permitted under Section 6.01(h) so long as the Indebtedness being refinanced is secured by a Lien; (vii) Permitted Pari Passu Priority Refinancing Debt and/or Permitted Junior Priority Refinancing Debt; and (viii) Indebtedness permitted under Section 6.01(u).

(k)existing Liens shown on Schedule 6.02; provided, that such Liens shall secure only those obligations which they secure on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(l)Liens arising with respect to pledges and deposits made in the Ordinary Course of Business securing deductibles, self-insurance, insurance premiums, co-payment, co-insurance, retentions and similar obligations to providers of insurance; and pledges and deposits in the Ordinary Course of Business securing liability for reimbursement or indemnification obligations to (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Loan Party or any Restricted Subsidiary;

(m)Liens arising with respect to operating leases of the Property of any Loan Party or any Restricted Subsidiary, in each case entered into in the Ordinary Course of Business;

(n)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Loan Party or any Restricted Subsidiary in the Ordinary Course of Business;

(o)Liens on property existing at the time such property or the Person that owns such property is acquired or merged with or into or consolidated with Loan Party or any Restricted Subsidiary to the extent permitted hereunder; provided that (i) such Lien secures Indebtedness permitted by Section 6.01(f), (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (iii) such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principle amount thereof;

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(p)the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(q)Liens on (i) Inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of (x) bankers’ acceptances issued or created for the account of such Person or (y) trade accounts payable incurred in the Ordinary Course of Business, in each case, to facilitate the purchase, shipment or storage of such Inventory or other goods and (ii) Inventory to secure obligations for the deferred purchase price of such Inventory, payment for which is deferred for less than six (6) months;

(r)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business;

(s)Liens (i) on cash advances or deposits in favor of the seller of any property to be acquired in an acquisition to be applied against the purchase price for such acquisition and (ii) consisting of an agreement to transfer any property in a disposition, in each case, solely to the extent such acquisition or disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(t)Liens with respect to any interest or title of a lessor under leases entered into by any Loan Party or any Restricted Subsidiary in the Ordinary Course of Business;

(u)any attachment or judgment Lien not constituting an Event of Default; and

(v)other Liens securing liabilities permitted hereunder in an aggregate amount at any time outstanding not to exceed the greater of (i) $30,000,000 and (ii) 6.0% of Consolidated Tangible Assets.

Section 6.03.Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (such transaction, a “Sale and Leaseback Transaction”) unless (a) the sale or transfer of such property is permitted by Sections 6.06 and 6.09 and (b) any Indebtedness or Liens arising in connection therewith are permitted by Sections 6.01 and 6.02, as the case may be.

Section 6.04.Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) the Borrower and any Restricted Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Holdings, Parent or the Borrower may repurchase its Equity Interests owned by its equity holders in an aggregate amount not to exceed the sum of (A) $2,000,000 during any fiscal year; provided that any unused amounts in any fiscal year shall be permitted to be carried over to subsequent fiscal years;

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provided that the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (without giving effect to any amounts carried over from prior fiscal years) and then from the amount carried over to such fiscal year plus (B) the proceeds of any key man life insurance received during such fiscal year, (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) Parent may make a Restricted Payment to Holdings to allow Holdings to, and Holdings may, purchase, redeem or otherwise acquire or retire for value Equity Interests of Holdings, Parent or the Borrower deemed to occur upon the exercise of stock options, warrants, rights to acquire Equity Interests or other convertible securities to the extent such Equity Interests represent a portion of the exercise or exchange price thereof and (B) Parent may make a Restricted Payment to Holdings to allow Holdings to, and Holdings may, purchase, redeem or otherwise acquire or retire for value Equity Interests of Holdings, Parent or the Borrower made in lieu of withholding taxes in connection with any exercise or exchange of stock options, warrants or other similar rights; (iv) Parent may make a Restricted Payment to Holdings to allow Holdings to, and Holdings may, make Restricted Payments in cash in lieu of fractional Equity Interests of Holdings, Parent or the Borrower; provided that the amount of cash paid by Holdings, Parent or the Borrower in lieu of fractional Equity Interests of the Borrower shall not exceed $500,000 in the aggregate; (v) Parent may make a Restricted payment to Holdings to allow Holdings to, and Holdings may, make the 2014 Distribution on the Closing Date; (vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Total Leverage Ratio would not exceed 4.75 to 1.00 on a pro forma basis after giving effect to such Restricted Payment tested as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), Holdings, Parent, the Borrower and any Restricted Subsidiary may make Restricted Payments from the Available Amount; provided that Restricted Payments may be made pursuant to clause (a)(i) of the definition of Available Amount so long as the Total Leverage Ratio would not exceed 5.50 to 1.00 on a pro forma basis after giving effect to such Restricted Payment tested as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b); and (vii) Holdings and Parent may make Permitted Tax Distributions.

(b)Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of any Loan Party or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Restricted Subsidiary by the terms of any Indebtedness of such Foreign Restricted Subsidiary permitted to be incurred

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hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (E) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (F) clause (i) of the foregoing shall not apply to customary restrictions and conditions contained in contractual obligations governing Indebtedness permitted pursuant to Section 6.01(b), (f), (g), (h), (l) or (s), provided that such limitations shall not restrict the Loan Parties’ ability to grant liens on the Collateral pursuant to the Security Documents, impair the rights or benefits of the Secured Parties in any Collateral or otherwise impair the ability of the Loan Parties to perform their obligations under the Loan Documents; (G) the foregoing clause (i) shall not apply to customary restrictions and conditions contained in agreements relating to a merger of the Borrower permitted hereunder pursuant to Section 6.09(b)(ii) pending such merger, provided that such limitations shall not restrict the Loan Parties’ ability to grant liens on the Collateral pursuant to the Security Documents, impair the rights or benefits of the Secured Parties in any Collateral or otherwise impair the ability of the Loan Parties to perform their obligations under the Loan Documents; and (H) the foregoing shall not apply to restrictions and conditions in effect on the Closing Date as shown on Schedule 3.10 (and any renewal, extension or replacement therefor so long as such renewal, extension or replacement does not expand the scope of any applicable restriction or condition).

Section 6.05.Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person (“Investments”), except:

(a)(i) Investments by the Loan Parties and the Restricted Subsidiaries existing on the date hereof in the Equity Interests of the Subsidiaries and (ii) additional Investments by the Loan Parties and the Restricted Subsidiaries in the Equity Interests of the Restricted Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Pledge Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of Investments made after the Closing Date by Loan Parties in Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such Investments) at any time outstanding shall not exceed the greater of $20,000,000 and 3.75% of Consolidated Tangible Assets;

(b)Investments existing on the Closing Date and set forth on Schedule 6.05;

(c)cash on deposit with a financial institution and Cash Equivalents;

(d)[reserved];

(e)loans or advances made by the Loan Parties to any Restricted Subsidiary and made by any Restricted Subsidiary to any Loan Party or any other Restricted Subsidiary; provided that (i) such loans and advances shall be unsecured and

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subordinated to the Obligations pursuant to an Affiliate Subordination Agreement and (ii) the amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above;

(f)Hedging Agreements permitted by Section 6.14;

(g)Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(h)lease, utility and other similar deposits in the Ordinary Course of Business;

(i)Investments made by any Loan Party or any Restricted Subsidiary for consideration consisting only of Equity Interests of Holdings;

(j)stock, obligations or securities received in settlement of debts created in the Ordinary Course of Business and owing to the Loan Parties or any Restricted Subsidiary or in satisfaction of judgments;

(k)Investments owned by any Person at the time it becomes a Restricted Subsidiary not made in contemplation of the acquisition of such Person (but excluding Investments in subsidiaries which are otherwise permitted by this Section 6.05);

(l)(i) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business, (ii) advances or loans to an officer or an employee related to tax withholding in respect of management equity incentive awards and (iii) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business;

(m)Permitted Acquisitions;

(n)so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, other Investments made from the Available Amount; and

(o)any other Investments by the Loan Parties and the Restricted Subsidiaries after the Closing Date in an aggregate amount not to exceed the greater of (i) $20,000,000 and (ii) 4.0% of Consolidated Tangible Assets (less the aggregate amount of Investments made in Unrestricted Subsidiaries or joint ventures pursuant to Section 6.05(n) above from amounts described in clause (a)(i) in the definition of Available Amount) at any one time outstanding (determined without regard to any write-downs or write-offs of such Investments).

Section 6.06.Disposition of Assets. Make any Asset Sale otherwise permitted under Section 6.09 unless (a) no Event of Default has occurred and is continuing or would result from such Asset Sale, (b) such Asset Sale is for consideration at least 75% of which is cash, (c) such consideration is at least equal to the fair market value of the

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assets being sold, transferred, leased or disposed of; provided that the proceeds of any Asset Sale shall be subject to the provisions of Section 2.13(a).

Section 6.07.[Reserved].

Section 6.08.Restrictions on Payment of Certain Indebtedness. (a) (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal, interest and fees as and when due (to the extent not prohibited by applicable subordination provisions or intercreditor agreement), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Junior Debt except (A) Refinancing Debt with respect to such Indebtedness to the extent permitted by Section 6.01, and (B) intercompany Indebtedness owed to a Loan Party, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities.

(b)Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may prepay, redeem, purchase, defease or otherwise satisfy Junior Debt or make payments prohibited by Section 6.08(a) in an aggregate amount not to exceed the sum of (i) $2,000,000 per fiscal year; provided that any unused amounts in any fiscal year shall be permitted to be carried over to subsequent fiscal years; provided that the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (without giving effect to any amounts carried over from prior fiscal years) and then from the amount carried over to such fiscal year plus (ii) so long as the Total Leverage Ratio shall not exceed 4.75 to 1.00 on a pro forma basis after giving effect to such prepayment, redemption, purchase, defeasance or satisfaction and at the time of and immediately after giving effect to such prepayment, redemption, purchase, defeasance or satisfaction tested as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), the Available Amount.

Section 6.09.Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of Holdings or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, except that (a) any Loan Party and any Restricted Subsidiary may purchase and sell inventory in the Ordinary Course of Business and (b) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Wholly Owned Restricted Subsidiary may merge with and into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) [Reserved], (iii) any Wholly Owned Restricted Subsidiary may merge into or consolidate with (including by dissolution thereof) any other Wholly Owned Restricted Subsidiary in a transaction in which the surviving entity is a Wholly Owned Restricted Subsidiary and no Person other than the Borrower or a Wholly Owned Restricted Subsidiary receives

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any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (iv) any Loan Party may (a) make Permitted Acquisitions and any other Investment permitted under Section 6.05 and (b) enter into Sale and Leaseback Transactions.

Section 6.10.[Reserved].

Section 6.11.Amendments to Other Indebtedness and Agreements. Permit or enter into (a) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Junior Debt of any of the Loan Parties or any of the Restricted Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would, taken as a whole, materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner materially adverse to the Lenders, taken as a whole, (b) any waiver, supplement, modification or amendment of any Organic Documents of any Loan Party or any Restricted Subsidiary to the extent any such waiver, supplement, modification or amendment would be materially adverse to the Lenders or (c) any waiver, supplement, modification or amendment of the Revolving Credit Facility or any documentation related thereto if such waiver, supplement, modification or amendment (i) increases the commitments thereunder or the principal amount of outstanding loans and/or letters of credit thereunder to an amount greater than the principal amount of Indebtedness permitted to be incurred under Section 6.01(i), (ii) adds amortization (other than nominal amortization) or adds or changes any redemption, put or mandatory prepayment provisions (or any definitions in respect thereof), but excluding modifications to thresholds and conditions relating to the exercise of cash dominion, in a manner more onerous to the Loan Parties or the Restricted Subsidiaries than those in effect as of the date hereof, (iii) results in the Obligations not being permitted under the Revolving Credit Facility, (iv) restricts, limits or conditions any required payments (including mandatory prepayments) in respect of all or any portion of the Obligations (other than restrictions or conditions in effect as of the date hereof) or (v) would contravene the terms of the Intercreditor Agreement.

Section 6.12.[Reserved].

Section 6.13.Accounting Changes. Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with Section 1.02; or change its fiscal year.

Section 6.14.Hedging Agreements. Enter into any Hedging Agreement, except to hedge bona fide risks arising in the Ordinary Course of Business and not for speculative purposes.

Section 6.15.Conduct of Business. Fail to be engaged (directly or indirectly) primarily in the business conducted by it on the Closing Date or any business reasonably related, complementary or ancillary thereto (including related, complementary or ancillary technologies) or reasonable extensions thereof.

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Section 6.16.Affiliate Transactions. Except for transactions between or among Loan Parties, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions at prices and on terms and conditions not less favorable taken as a whole to the Loan Parties than could be obtained on an arm’s length basis from unrelated third parties; (b) payment of (i) compensation and benefits to officers and employees and (ii) directors’ (or managers or equivalent) fees and indemnities, including, in each case of clauses (i) and (ii), the payment of incentive bonuses and other compensation, if any, paid or payable to employees and/or members of the board of managers (or equivalent); (c) [reserved]; (d) transactions with Affiliates that were entered into prior to the Closing Date, as shown on Schedule 6.16 or any amendment thereto or renewals or extension thereof to the extent such an amendment is not adverse to the Lenders in any material respect; (e) Investments permitted under Section 6.05(a), (e), (i), (k) and (l); (f) Restricted Payments permitted under Section 6.04; (g) Indebtedness permitted under Sections 6.01(j) and (k); (h) sales and issuances of Equity Interests of Holdings otherwise permitted under the Loan Documents; (i) transactions where the only consideration paid by any Loan Party consists of Equity Interests of Holdings and such transaction is not otherwise prohibited by the Loan Documents; and (j) reimbursement of out-of-pocket expenses incurred by Permitted Investors (or any of their principals, employees, agents or other representatives) in connection with its performance of management, consulting, monitoring, financial advisory or other services provided to Holdings and its Subsidiaries.

Section 6.17.Plans. Become party to any Multiemployer Plan other than any in existence on the Closing Date.

Section 6.18.[Reserved].

Section 6.19.Limited Activities. (i) With respect to Holdings, engage in any business activities or have any assets or liabilities other than its ownership of the Equity Interests of Parent and activities and liabilities incidental thereto, including its liabilities pursuant to the Guarantee and Collateral Agreement and the Pledge Agreement; provided Holdings may incur Indebtedness and Liens and make Restricted Payments to the extent permitted by the other Sections of this Article 6; provided, further that Holdings will not create, incur, assume or permit to exist any Lien (other than (i) Liens created under the Loan Documents and (ii) Liens of a type described in clause (c), (d), (g), (j)(i), (j)(ii), (j)(vi), (j)(vii), (j)(viii), (k) (it being understood that such Lien will be terminated substantially concurrently with the consummation of the Transactions) and (u) of Section 6.02) on any Equity Interests issued by Parent, and (ii) with respect to Parent, have any direct Subsidiary other than Borrower.

ARTICLE 7

EVENTS OF DEFAULT

Section 7.01.Events of Default. In case of the happening of any of the following events (“Events of Default”):

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(a)any representation or warranty made or deemed made in or in connection with any Loan Document hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(b)default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c)default shall be made in the payment of any interest on any Loan or any fee or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;

(d)default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in Section 5.01(a), 5.05(d) or 5.08 or in Article 6;

(e)default shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in any Loan Document (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after the earlier of (i) notice thereof from the Administrative Agent to the Borrower (which notice shall also be given at the request of any Lender) or (ii) knowledge thereof of the Borrower;

(f)(i) any Loan Party shall fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable or (ii) any other event or condition (other than, in the case of the following clause (A), an event or condition described in clause (e) of the definition of “Change of Control”) occurs that (A) enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (B) results in any Material Indebtedness becoming due prior to its scheduled maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; provided, further that with respect to the Revolving Credit Facility, no default or event of default thereunder shall constitute an Event of Default under this clause (f) unless the maturity of the loans under the Revolving Credit Facility have been accelerated by the lenders thereunder (or the commitments under the Revolving Credit Facility have been terminated);

(g)an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings, Parent, Borrower or any Subsidiary, or of a substantial part of the property or assets of Holdings, Parent, Borrower or any Subsidiary, under Title 11 of the United States Code,

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as now constituted or hereafter amended, or any other Debtor Relief Law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, Parent, Borrower or any Subsidiary or for a substantial part of the property or assets of Holdings, Parent, Borrower or any Subsidiary or (iii) the winding-up or liquidation of Holdings, Parent, Borrower or any Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h)Holdings, Parent, Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Debtor Relief Law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, Parent, Borrower or any Subsidiary or for a substantial part of the property or assets of Holdings, Parent, Borrower or any Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing;

(i)one or more judgments shall be rendered against any Loan Party or any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of any Loan Party to enforce any such judgment and such judgment either (i) is for the payment of money in an aggregate amount in excess of $30,000,000 (net of any insurance coverage therefor as to which the insurer has been notified of such judgment and does not deny coverage) or (ii) is for injunctive relief and could reasonably be expected to result in a Material Adverse Effect;

(j)an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such ERISA Events, could reasonably be expected to result in liability of the Borrower in an aggregate amount exceeding $30,000,000;

(k)any Guarantee under the Guarantee and Collateral Agreement for any reason shall cease to be in full force and effect (other than in accordance with its terms), or any Guarantor shall deny in writing that it has any further liability under the Guarantee and Collateral Agreement (other than as a result of the discharge of such Guarantor in accordance with the terms of the Loan Documents);

(l)any security interest in any material portion of the Collateral purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, second priority interest therein (subject to Permitted Liens) and;

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(m)a Change of Control shall have occurred;

then, and in every such event (other than an event with respect to Holdings, the Parent or the Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to Holdings, the Parent or the Borrower described in paragraph (g) or (h) above, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of Holdings, the Parent or the Borrower, as applicable, accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Holdings, the Parent and the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE 8

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT; ETC.

Each Lender hereby irrevocably appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article VIII are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “Agent” or “agent” herein or in any other Loan Documents (or any other similar term) with reference to an Agent, is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between the contracting parties. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to (i) execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and (ii) negotiate, enforce or the settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender.

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The institution serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or any other advisory capacity for, and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08); provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any applicable Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, Parent, Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its own bad faith, its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Neither Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone

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and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Loans as well as activities as Agent. No Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the Resignation Effective Date, such Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent (other than any rights to indemnity payments owed to the retiring Agent), and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and

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information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under the Loan Documents) allowed in such proceeding, and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Agents (other than the Administrative Agent) to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the other Agents, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents under the Loan Documents.

The Secured Parties irrevocably authorize each Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by such Agent under any Loan Document (x) upon payment in full of all Obligations (other than contingent indemnification obligations), (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents, or (z) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(c); and (iii) to release any Guarantor from its obligations under the Guarantee of the Obligations if such Person ceases to be a Loan Party as a result of a transaction permitted under the Loan Documents. Upon written request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary from its obligations under the Loan Documents pursuant to this paragraph. The Collateral Agent shall not be responsible for, or have a duty to, ascertain or inquire into any representation or warranty regarding the existence, value or collectability of any Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be

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responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Lead Arranger, the Syndication Agent and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Lead Arranger, the Syndication Agent and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents. Without limitation of the foregoing, neither the Lead Arranger nor the Bookrunner in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

ARTICLE 9

MISCELLANEOUS

Section 9.01.Notices; Electronic Communications. Except for notices and other communications expressly permitted to be given by telephone hereunder (and except as provided in this Section 9.01), notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

(a)if to Holdings, Parent or the Borrower, to it at Neff LLC, 3750 N.W. 87th Avenue, Suite 400, Miami, Florida 33178, Attn: Mark Irion, Chief Financial Officer, Fax No. 305-513-4156, Email: mirion@neffcorp.com;

(b)if to the Administrative Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 23rd Floor, New York, NY 10010, Fax No. 212-322-2291, Attn: Sean Portrait— Agency Manager, Email: agency.loanops@credit-suisse.com;

(c)if to the Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 23rd Floor, New York, NY 10010, Telephone No. 212-538-3525, Attn: Loan Operations — Boutique Management, Nirmala Durgana, Email: list.ops-collateral@credit-suisse.com;

(d)if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in

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accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person.

The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, Holdings, Parent and the Borrower agree, and agree to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

Holdings, Parent and the Borrower hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Holdings, Parent and the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings, Parent, the Borrower or their securities or subsidiaries) (each, a “Public Lender”). Holdings, Parent and the Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Holdings, Parent and the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings, Parent and the Borrower or their securities or subsidiaries for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly prior to their intended distribution that any such document contains material non-public information: (1) the Loan Documents, (2) notification of changes in the terms of the Loans and (3) all information delivered pursuant to Section 5.04(a) and (b).

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Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings, Parent and the Borrower or their securities and subsidiaries for purposes of United States Federal or state securities laws.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT.

The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

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Section 9.02.Survival of Agreement. All covenants, agreements, representations and warranties made by Holdings, Parent and the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the making of the Loans by the Lenders, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid. The provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender.

Section 9.03.Binding Effect. This Agreement shall become effective when it shall have been executed by Holdings, Parent and the Borrower, and the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto.

Section 9.04.Successors and Assigns. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of Holdings, the Parent, the Borrower, the Administrative Agent, the Collateral Agent, or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

(b)Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it), with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) and the Borrower (not to be unreasonably withheld or delayed; provided, however, that (i) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, (ii) the consent of the Borrower shall not be required (A) for assignments to Lenders or Affiliate of a Lender and a Related Fund or (B) after the occurrence and during the continuance of an Event of Default under Section 7.01(b), (c), (g) or (h); (iii) the amount of Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be in an integral multiple of, and not less than, $1,000,000 (or, if less, the entire remaining amount of such Lender’s Loans); provided that simultaneous assignments by two or more Related Funds shall be combined for purposes of determining whether the minimum assignment requirement is met, (iv) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an

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Assignment and Acceptance, and, in each case, shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire (in which the assignee shall designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws) and all applicable tax forms. Upon acceptance and recording pursuant to paragraph (e) of this Section 9.04, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16, 2.20 and 9.05, as well as to any fees accrued for its account and not yet paid); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Notwithstanding the foregoing or anything to the contrary herein, no Lender shall be permitted to assign or transfer any portion of its rights and obligations under this Agreement to (A) any Disqualified Institution, (B) any Defaulting Lender or any of its Subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (B), or (C) a natural person. Each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Institution and the Administrative Agent shall have no liability with respect to any assignment made to a Disqualified Institution. Any assigning Lender shall, in connection with any potential assignment, provide to the Borrower a copy of its request (including the name of the prospective assignee) concurrently with its delivery of the same request to the Administrative Agent irrespective of whether or not an Event of Default under Section 7.01(b), (c), (g) or (h) has occurred and is continuing. The Borrower shall make available to any Lender upon request of such Lender the list of Disqualified Institutions. Any and all assignments to Disqualified Institutions shall be subject to Section 2.21.

(c)By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment and the outstanding balances of its Loans, without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such

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assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is an Eligible Assignee legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.05(a) or delivered pursuant to Section 5.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d)The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrower, the Administrative Agent, the Collateral Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e)Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the Administrative Agent and, if required, the Borrower to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e).

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(f)Each Lender may without the consent of the Borrower or the Administrative Agent sell participations to one or more banks or other Persons (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other Persons shall be entitled to the benefit of the cost protection provisions contained in Sections 2.14, 2.16 and 2.20 (subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered to the participating Lender)) to the same extent as if they were Lenders and had acquired their interests by assignment pursuant to Section 9.04(b); provided that such Participant (A) agrees to be subject to the provisions of Section 2.21 as if it were an assignee under paragraph (b) of this Section 9.04; and (B) shall not be entitled to receive any greater payment under Sections 2.14 or 2.20 with respect to any participation than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation, (iv) each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.21 with respect to any Participant and (v) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers decreasing any fees payable to such participating bank or Person hereunder or the amount of principal of or the rate at which interest is payable on the Loans in which such participating bank or Person has an interest, extending any scheduled principal payment date or date fixed for the payment of interest on the Loans in which such participating bank or Person has an interest, increasing or extending the Commitments in which such participating bank or Person has an interest or releasing any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06 or 6.09) or all or substantially all of the Collateral). For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.05(c) with respect to any payments made by such Lender to its Participant(s). To the extent permitted by law, each participating bank or other Person also shall be entitled to the benefits of Section 9.06 as though it were a Lender, provided such participating bank or other Person agrees to be subject to Section 2.18 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, or its other

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obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(g)Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Loan Parties furnished to such Lender by or on behalf of the Loan Parties; provided that, prior to any such disclosure of information designated by the Borrower as confidential, each such assignee or participant or proposed assignee or participant shall agree (pursuant to customary procedures and subject to customary exceptions) to preserve the confidentiality of such confidential information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16.

(h)Any Lender may at any time assign all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender; provided that no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

(i)Except to the extent a merger expressly permitted under Section 6.09(b) constitutes an assignment by operation of law, the Borrower shall not assign or delegate any of its rights or duties hereunder without the prior written consent of the Administrative Agent and each Lender, and any attempted assignment without such consent shall be null and void.

(j)In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the

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assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(k)Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Loans hereunder to any Person who, after giving effect to such assignment, would be an Affiliated Lender in accordance with Section 9.04(b); provided that:

(i)such assignment is made pursuant to (A) an open market purchase (including, for the avoidance of doubt, any purchase made during the initial syndication of the Loans) on a non-pro rata basis or (B) a Dutch Auction (or other procedures approved by the Administrative Agent) open to all Lenders on a pro rata basis;

(ii)in the case of an assignment to a Non-Debt Fund Affiliate, the assigning Lender and such Non-Debt Fund Affiliate purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Assignment and Acceptance; and

(iii)in the case of an assignment to an Affiliated Lender, at the time of such assignment and after giving effect to such assignment, Affiliated Lenders (including, for the avoidance of doubt, Debt Fund Affiliates and Non-Debt Fund Affiliates) shall not, in the aggregate, hold an aggregate principal amount of Loans (and participating interests in Loans) in excess of 25% of the aggregate principal amount of all Loans then outstanding.

To the extent not previously disclosed to the Administrative Agent, the Borrower shall, upon reasonable request of the Administrative Agent, report to the Administrative Agent the amount of Loans held by Affiliated Lenders and the identity of such holders.

(l)Notwithstanding anything in Section 9.08 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) consented (or not consented) to any plan of reorganization, (iii) otherwise acted on any matter related to any Loan Document or (iv) directed or required the Agents or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document (collectively, “Required Lender Consent Items”), a Non-Debt Fund Affiliate shall be deemed to have voted its interest as a Lender in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Non-Debt Fund Affiliates, unless the Required Lender Consent Item relates to a waiver, amendment or modification of the type described in the proviso to Section 9.08(b) or the result of such Required Lender Consent Item would otherwise reasonably be expected to deprive such Non-Debt Fund Affiliate of its pro rata share (compared to Lenders which are not Non-Debt Fund Affiliates) of any payments to which such Non-Debt Fund Affiliate is entitled under the Loan Documents without such Non-Debt Fund Affiliate providing its consent (in which case for purposes of such vote such

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Non-Debt Fund Affiliate shall have the same voting rights as other Lenders which are not Non-Debt Fund Affiliates).

(m)Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Loans to any Purchasing Borrower Party in accordance with Section 9.04(b); provided that:

(i)the assigning Lender and the Purchasing Borrower Party purchasing such Lender’s Loans, as applicable, shall execute and deliver to the Administrative Agent an Assignment and Acceptance;

(ii)such assignment shall be made (A) pursuant to a Dutch Auction (or other procedures approved by the Administrative Agent) open to all Lenders on a pro rata basis or (B) pursuant to other procedures approved by the Administrative Agent open to one or more Lenders on a pro rata basis or to all Lenders on a pro rata basis;

(iii)immediately after giving effect to any such purchase, no Default or Event of Default shall exist;

(iv)gain from any such purchase shall not increase Consolidated EBITDA;

(v)no proceeds from Indebtedness (including, without limitation, loans under the Revolving Credit Facility) shall be used to fund any such purchase; and

(vi)the aggregate outstanding principal amount of the Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Loans purchased pursuant to this Section 9.04(m).

(n)Notwithstanding anything to the contrary contained herein, no Affiliated Lender shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present, (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to this Agreement) or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of the Administrative Agent or any other such Lender under the Loan Documents in the absence, with respect to any such Person, of the gross negligence, bad faith or willful misconduct by such Person and its Related Parties (as determined by a court of competent jurisdiction by final and nonappealable judgment).

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Section 9.05.Expenses; Indemnity. (a) The Borrower agrees, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the syndication of the Loans and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder, including the reasonable and documented fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

(b)The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender and each such persons respective officers, directors employees agents advisors representatives controlling persons members successors and permitted assigns (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented fees, charges and disbursements, one firm of counsel for the Indemnitees collectively and, if reasonably necessary, a single local counsel in each appropriate jurisdiction and one or more special counsel (and, in the case of a conflict of interest, one additional counsel to the affected Indemnitee and, if reasonably necessary, one additional local counsel to the affected Indemnitee in any relevant jurisdiction)) incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Loans), (ii) the use of the proceeds of the Loans, (iii) any actual or alleged presence or Environmental Release of Hazardous Materials on, at, under, to or from any property currently or formerly owned, leased or operated by any Loan Party or any of its respective subsidiaries, or any Environmental Notice or Environmental Liability related in any way to any Loan Party or any of its respective subsidiaries or their respective current or former Properties or Real Estate, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the bad faith, material breach of this Agreement, gross negligence or willful misconduct of such Indemnitee or its Related Parties or (B) arise out of or in connection with any claim that does not involve any act or omission by the Borrower or any of its Affiliates and is a dispute solely among Indemnitees (other than a

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claim against an Agent, the Lead Arranger or Bookrunner, each in its capacity as such). Notwithstanding the foregoing, in no event shall the Borrower have any liability with respect to the settlement or compromise of any claim or proceeding effected without the Borrower’s prior written consent; provided, however, if at any time an Indemnitee shall have requested that the Borrower reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any proceeding covered by this Section 9.05, the Borrower shall be liable for any settlement of any proceeding effected without the Borrower’s prior written consent if (A) such settlement is entered into more than 30 days after receipt by the Borrower of such written request for reimbursement and (B) the Borrower shall not have reimbursed such Indemnitee in accordance with such written request prior to the date of such settlement. This Section 9.05(b) shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Collateral Agent under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans at the time (in each case, determined as if no Lender were a Defaulting Lender).

(d)To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee on any theory of liability and (ii) each Agent and each Lender shall not assert, and hereby waives, any claim against any of the Loan Parties on any theory of liability, in each case, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof; provided that this Section 9.05(d) shall not otherwise limit any indemnification obligations under the other provisions of this Section 9.05.

(e)The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Section 9.06.Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other

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obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any of and all the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 9.07.Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 9.08.Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

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(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.

(c)The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.

(d)Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case without any further action or consent of any other party to any Loan Document.

Section 9.09.Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable

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law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 9.10.Entire Agreement. This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

Section 9.11.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

Section 9.12.Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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Section 9.13.Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile transmission or in electronic (i.e., “pdf” or “tif”) format shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 9.14.Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 9.15.Jurisdiction; Consent to Service of Process. (a) Holdings, Parent and the Borrower hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County in the borough of Manhattan, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, such Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Holdings, Parent, the Borrower or their respective properties in the courts of any jurisdiction.

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

(c)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

115

Section 9.16.Confidentiality. Each of the Administrative Agent, the Collateral Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (excluding, in the case of clauses (a), (d), (e) and (h) to Disqualified Institutions) (a) to its and its Affiliates’ Related Parties on a confidential basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), in which case the Administrative Agent, the Collateral Agent or such Lender, as applicable, shall use commercially reasonable efforts to inform the Loan Parties thereof prior to such disclosure to the extent not prohibited by law, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions no less restrictive than those of this Section 9.16, to (1) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Holdings, Parent, the Borrower or any Subsidiary or any of their respective obligations, (f) with the consent of the Borrower, (g) to the extent such Information becomes (x) publicly available other than as a result of a breach of this Section 9.16, or (y) becomes available to the Administrative Agent, any Lender or any of their Affiliates on non-confidential basis form a source other than the Loan Parties to the extent the source is not, to the knowledge of the Administrative Agent, Lender or Affiliate, subject to contractual or fiduciary confidentiality obligations owing to the Loan Parties or any of their Related Parties, (h) on a confidential basis to (1) any rating agency in connection with rating the Borrower or its Subsidiaries or the Loans or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans or (i) to market data collectors, similar services, providers to the lending industry and service providers to the Administrative Agent; provided that the disclosure of such information is necessary to the administration and management of this Agreement and the Loan Documents. For the purposes of this Section, “Information” shall mean all information received from Holdings, Parent or the Borrower and related to Holdings, Parent, the Borrower or its business or affiliates, other than any such information that was available to the Administrative Agent, the Collateral Agent or any Lender on a nonconfidential basis prior to its disclosure by Holdings, Parent or the Borrower; provided that, in the case of Information received from Holdings, Parent or the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.16 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord its own confidential information.

Section 9.17.Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any

116

Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, unless expressly provided for herein or in any other Loan Document, without the prior written consent of the Administrative Agent. The provisions of this Section 9.17 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 9.18.USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name and address of the Borrower and each Guarantor and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and each Guarantor in accordance with the USA PATRIOT Act.

Section 9.19.No Fiduciary Duty. Each Agent, the Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Loan Parties, their equityholders and/or their Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its equityholders or its Affiliates, on the other. The Loan Parties acknowledge and agree that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its equityholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, equityholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto

Section 9.20.Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually

117

executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

118

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

NEFF HOLDINGS LLC,
as Holdings
By:	/s/ Mark Irion
	Name:	Mark Irion
	Title:	Chief Financial Officer,
		Treasurer and Secretary
NEFF LLC,
as Parent
By:	/s/ Mark Irion
	Name:	Mark Irion
	Title:	Chief Financial Officer,
		Treasurer and Secretary
NEFF RENTAL LLC,
as Borrower
By:	/s/ Mark Irion
	Name:	Mark Irion
	Title:	Chief Financial Officer,
		Treasurer and Secretary

[Signature Page to Second Lien Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent
By:	/s/ Mikhail Faybusovich
	Name:	MIKHAIL FAYBUSOVICH
	Title:	AUTHORIZED SIGNATORY
By:	/s/ Tyler R. Smith
	Name:	Tyler R. Smith
	Title:	Authorized Signatory
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:	/s/ Mikhail Faybusovich
	Name:	MIKHAIL FAYBUSOVICH
	Title:	AUTHORIZED SIGNATORY
By:	/s/ Tyler R. Smith
	Name:	Tyler R. Smith
	Title:	Authorized Signatory

[Signature Page to Second Lien Credit Agreement]

#85938570v6 Schedule 1.01 GUARANTORS None. confidential confidential

2 #85938570v6 Schedule 2.01 LENDERS AND COMMITMENTS Lender Closing Date Commitment Credit Suisse AG, Cayman Islands Branch $575,000,000 Total: $575,000,000 confidential confidential

#85938570v6 Schedule 3.08 SUBSIDIARIES Legal Name Type of Entity State of Formation Number and Class of Authorized Shares Issued Equity Interests Holders of Equity Interests Neff Holdings LLC Limited Liability Company Delaware See below See below See below Neff LLC Limited Liability Company Delaware 100 Common Units 100 Common Units Neff Holdings LLC (100%) Neff Rental LLC Limited Liability Company Delaware 100 Common Units 100 Common Units Neff LLC (100%) Neff Rental Finance Corp. Corporation Delaware 1000 Shares 1000 Shares Neff Rental LLC (100%) Capitalization of Holdings Holder of Class A Units of Neff Holdings LLC Unit Certificate No. No. Units Issued Fully-Diluted Percentage Ownership Wayzata Opportunities Fund II, L.P. A1-1 (for 7,610,800 Units) and A1-3 (for 1,363,796) 8,974,596 89.940% Wayzata Opportunities Fund Offshore II, L.P. A1-4 225,404 2.259% Total: 9,200,000 92.199% Options Exercisable into Class B Limited Voting Common Units (“Class B Units”) of Holdings: Holder of Options of Neff Holdings LLC Number of Options (Expressed in Number of Class B Units Issuable Upon Exercise) Fully-Diluted Percentage Ownership Graham Hood 218,000 2.185% Mark Irion 130,000 1.303% Wes Parks 60,000 0.601% Henry Lawson 60,000 0.601% John Anderson 60,000 0.601% Brad Nowell 37,000 0.371% Steven Settelmayer 37,000 0.371% Paula Papamarcos 31,000 0.311% Steve Michaels 37,000 0.371% confidential confidential

4 #85938570v6 Tom Sutherland 31,000 0.310% Tammy Parham 14,000 0.14% Jim Horn 14,000 0.14% Bryant Becton 14,000 0.14% Bobby Comer 14,000 0.14% Robert C. Singer 8,801 0.088% James Continenza 12,573 0.126% Total: 778,374 7.801% Agreements binding on holders of Equity Interests 1. Amended and Restated Limited Liability Company Agreement of Neff Holdings LLC, dated October 1, 2010, by and among Holdings and the members of Holdings, as amended, supplemented or otherwise modified from time to time. 2. Amended and Restated Limited Liability Company Agreement of Neff LLC, dated October 1, 2010, executed by Holdings, as amended, supplemented or otherwise modified from time to time. 3. Amended and Restated Limited Liability Company Agreement of Neff Rental LLC, dated October 1, 2010, executed by Parent, as amended, supplemented or otherwise modified from time to time. 4. Neff Holdings LLC Management Equity Plan dated October 1, 2010, as amended, supplemented or otherwise modified from time to time. 5. Class B Unit Option Award Agreements between Holdings and each recipient of options to acquire Class B Units (as described above). Acquisitions in the five years preceding the Closing Date On October 1, 2010, Holdings, Parent and the Borrower purchased substantially all of the assets of Neff Corp., Neff Rental LLC, Neff Finance Corp., Neff Rental, Inc., Neff Holdings Corp. and Neff Holdings LLC (collectively, the “Debtors”) in connection with the Debtors’ cases under chapter 11 of title 11 of the United States Code. confidential confidential

#85938570v6 Schedule 3.09 LITIGATION None. confidential confidential

6 #85938570v6 Schedule 3.10 RESTRICTIVE AGREEMENTS 1. Amended and Restated Senior Secured Credit Agreement, dated as of October 1, 2010, as further amended, by and among Neff LLC, Neff Holdings LLC, the other credit parties thereto from time to time, Bank of America, N.A. and the other financial institutions party thereto from time to time. 2. Indenture, dated as of May 13, 2011, between Neff Rental LLC, Neff Rental Finance Corp., the guarantors party thereto from time to time, and Wilmington Trust FSB, pursuant to which the Existing Notes were issued. 1 1 The restrictions in this Restrictive Agreement will no longer be in effect upon the consummation of the Transactions. confidential confidential

7 #85938570v6 Schedule 3.14 TAX RETURNS • Audit by the Office of Tax Collector for Mecklenburg County, North Carolina of heavy equipment, short-term lease and rental taxes for the period January 1, 2011 through October 31, 2013 and short-term vehicle rental tax for the period February 1, 2011 through January 31, 2014. • Audit by the Office of the Assessor for Orange County, California of property tax for fiscal years 2011 through 2014. • Audit by the Texas Comptroller of Public Accounts of limited sales, excise and use tax for the period October 1, 2010 through December 31, 2013. • On April 19, 2014, the Borrower received a notice from the Department of Revenue of the Commonwealth of Kentucky stating that the Borrower is considered to be operating within the Commonwealth of Kentucky and therefore the Borrower is required to file tax returns with the Commonwealth of Kentucky for fiscal years 2011 through 2013, for which it is currently delinquent. confidential confidential

#85938570v6 Schedule 3.16 EMPLOYEE BENEFIT PLANS None. confidential confidential

#85938570v6 Schedule 3.17 ENVIRONMENTAL MATTERS None. confidential confidential

#85938570v6 Schedule 3.18 INSURANCE Policy Description Insurance Company Policy Number Policy Period Property Insurance: Provides coverage for real and personal property, contractors' equipment, equipment breakdown, business interruption, and extra expense. Alterra America Ins Co $10M limit; Scottsdale $15M xs $10M Zurich America-Boiler & Machinery MAXA6IM0049081 Scottsdale-TBD Boiler: BM0594885200 3/1/2014 to 3/1/2015 3/1/2014 to 3/1/2015 3/1/2014 to 3/1/2015 Commercial General Liability: Covers liability for claims of other parties by reason of bodily injury, property damage, etc. Liberty Mutual Fire Ins. Company EB2-631-509976-023 3/1/2014 to 3/1/2015 Automobile Liability Coverage: Covers liability for claims of other parties by reason of bodily injury, property damage, etc. Liberty Mutual Fire Ins. Company AS2-631-509976-033 3/1/2014 to 3/1/2015 Worker's Compensation (All States except those in a state fund): Provides statutory coverage and employer's liability. EL is provided for states with monopolistic funds. Liberty Insurance Corporation WA7-63D-509976-013 3/1/2014 to 3/1/2015 Umbrella Policy: Provides coverage excess of that provided by the following policies: Commercial Gen. Liability, Automobile Liab., Employers' Liability, Employee Benefits Liab. North American Elite Ins Co (Swiss Re) UMB200013300 3/1/2014 to 3/1/2015 Crime AIG TBD 3/1/2014 to 3/1/2015 Directors & Officers Liability including Employment Practices Liability & Fiduciary Liability National Union (AIG) 02-415-89-79 3/1/2014 to 3/1/2015 Excess D&O Starr Indemnity & Liability Company SISIXFL21039014 3/1/2014 to 3/1/2015 Environmental -Commercial Pollution Legal Liability Chartis Specialty Insurance Co. PLC14490207 12/19/2011-12/19/2014 Environmental - Florida Storage Tanks Commerce & Industry (Chartis) through Program Managers 11943971 12/19/2013-12/19/2014 Flood - Pompano Beach, FL Hartford Insurance Co of the Midwest 99043721982013 2/27/2013-2/27/2014 Flood - St. Rose, LA. American Bankers Insurance Co of FL AB00137830 4/30/2013-4/30/2014 Flood - Fort Myers, FL Homesite 3000018156 11/8/2013-11/8/2014 confidential confidential

#85938570v6 Schedule 3.19 UCC FILING OFFICES Secretary of State of the State of Delaware. confidential confidential

#85938570v6 Schedule 3.20(a) OWNED REAL PROPERTY Galveston County, Texas 128 21st Street South Texas City, TX 77590 confidential confidential

13 #85938570v6 Schedule 3.20(b) LEASED REAL PROPERTY Lease Real Property (All leased by Neff Rental LLC) Address City State Vendor/Landlord 6501 NW 77TH AVENUE MIAMI FL RMK PROPERTIES, LLC #28464 1860 MARTIN LUTHER KING JR BLVD WEST PALM BEACH FL LaMae Realty #17162 7400 COMMERCIAL CIRCLE PORT ST. LUCIE FL PSL INDUSTRIAL LLC #31262 1925 NW 18TH STREET POMPANO FL DUBLIN HOLDINGS, LLC #30639 11700 METRO PARKWAY FT. MYERS FL G&M ESTATES USA, INC. (#17122) 4321 NORTH US HIGHWAY 301 TAMPA FL H & R LAND TRUST #12349 4321 NORTH US HIGHWAY 301 FLORIDA REGION OFFICE FL H & R LAND TRUST #12349 109 BLUEGRASS COURT SARASOTA FL HUPP TRIPLE D IND., LLC #33552 4310 AIRPORT COMMERCE BLVD. TALLAHASSEE FL HUPP TRIPLE D IND., LLC #33507 11909 SOUTH ORANGE BLOSSOM TRAIL SOUTH ORLANDO FL CLARKSON FAMILY PARTNERSHIP #8846 3500 - A WEST KING STREET MERRITT ISLAND (COCOA) FL WUISMAN FAM LTD. PARTNERSHIP (# 17488) 500 AERO LANE SANFORD FL CLARKSON PROPERTIES, INC. #25002 5955 PHILLIPS HIGHWAY JACKSONVILLE FL PHILLIPS HIGHWAY PROPERTY #26348 3678 LIDDELL ROAD DORAVILLE GA JIM L. LITTLE, INC. #32277 5035 HWY. 85 SOUTH FOREST PARK GA SULLIVAN PROPERTIES #1486 4406 DARIEN HIGHWAY BRUNSWICK GA JULIE BLAKE #38953 4326 HURRICANE CREEK BLVD NASHVILLE TN KNOXVILLE INDUSTRIAL GROUP, LTD #5654 SUITE H&I 520 PIRKLE FERRY RD. SOUTHEAST REGION OFFICE GA BALDRIDGE #28834 SUITE H&I SUITE D 520 PIRKLE FERRY RD. SOUTHEAST REGION OFFICE GA BALDRIDGE #28834 SUITE D 1111 SHALLOWFORD ROAD MARIETTA GA JAMES A. RAPTIS #5136 1460 CHASE STREET ATHENS GA BRUCE RICHBOURG #7268 2325 TUBMAN HOME ROAD AUGUSTA GA RASI, LLC #26470 5340 HAWKINSVILLE ROAD MACON GA BRUCE RICHBOURG #7268 1808 SANDERSON ROAD KNOXVILLE TN KNOXVILLE INDUSTRIAL GROUP, LTD #5654 3000 A PINSON VALLEY PARKWAY BIRMINGHAM AL BAGGETT LEASING, INC. #36718 1 PROSPERITY DRIVE SAVANNAH GA AMERICAN SHREDDING PROPERTIES, LLC #37911 2470 I-65 SERVICE ROAD NORTH MOBILE AL MCALEER PROPERTIES, L.P. #39592 2951 ROWLAND ROAD RALEIGH NC LETC, INC. #29538 7430 PEPPERMILL PARKWAY CHARLESTON SC RE/MAX PROFESSIONAL REALTY #4191 4501 EQUIPMENT DRIVE CHARLOTTE NC BGCS PROPERTY ASSOCIATES LLC #35007 1936 HIGHWAY 101 SOUTH GREER SC BRUCE RICHBOURG #7268 2039 WEST DEKALB STREET, UNIT D ATLANTIC REGION OFFICE SC LARRY DIBIASE #32646 3813 US HIGHWAY 421 NORTH WILMINGTON NC OLD NORTH STATE PROPERTIES, LLC #28081 confidential confidential

14 #85938570v6 Address City State Vendor/Landlord 3261 NEW BERN HIGHWAY JACKSONVILLE NC RWK LLC #34883 2323 SOUTH ALSTON AVENUE DURHAM NC BRUCE RICHBOURG #7268 2323 SOUTH ALSTON AVENUE DURHAM#2 NC REAL ESTATE ASSOCIATES INC #10397 140 PEPSI LANE FAYETTEVILLE NC BRUCE RICHBOURG #7268 1716 E. PALMETTO STREET FLORENCE & ATLANTIC REGION SC ARTHUR J. & BARBARA M. DELLANO #24312 108 NORTH MONTAGUE DRIVE COLUMBIA SC BRUCE RICHBOURG #7268 5357 NC HWY 11 SOUTH GREENVILLE NC ARTHUR J. & BARBARA M. DELLANO #24312 925 PROFESSIONAL PLACE CHESAPEAKE VA JMP CHESAPEAKE #40458 600 INDUSTRIAL PARK DRIVE NEWPORT NEWS VA VENTURE INVESTMENTS LLC #30395 9030 BURGE AVENUE RICHMOND VA SPD ENTERPRISES LLC #34355 6382 BURNT POPLAR ROAD GREENSBORO NC EDWARD J. GREEN #18935 12101 TAC COURT MANASSASS VA MORAIS INVESTMENTS LLC 7601 JEFFERSON AVENUE WASHINGTON DC B & R PROPERTY MANAGEMENT, INC. #28792 101 NORTH LOOP WEST HOUSTON TX THE EISEMANN TRUST #28458 1248 E. INDUSTRIAL FT. WORTH TX ATOLL INVESTMENTS, LP #5815 1776 WOODSTEAD COURT, SUITE 228 THE WOODLANDS TX WOODMARK CAPITAL #40123 12949 RESEARCH BLVD. AUSTIN TX RCH COMPANY #6775 1622 WEST 2ND STREET ODESSA TX E & N PROPERTIES LLC #38335 29740 SE LOOP 410 SAN ANTONIO TX DENNIS R. OLOTEO JR. #38204 390 SOUTH VAN AVENUE HOUMA LA BRS LEASING & FINANCING, LLC #12775 1407 GENERAL MOUTON LAFAYETTE LA BRS LEASING & FINANCING, LLC #12775 3718 HIGHWAY 14 NEW IBERIA LA BRS LEASING & FINANCING, LLC #12775 10300 AIRLINE HIGHWAY ST. ROSE LA LATINO MUFFLERS, INC. #29831 3836 INDUSTRIAL CIRCLE BOSSIER CITY LA M & O INVESTMENTS, INC. #36648 37010 HIGHWAY 30 BATON ROUGE LA BAROGON PROPERTIES #13075 3718 HIGHWAY 14 MAJOR REPAIR (LOC @ NEW IBERIA) LA BRS LEASING & FINANCING, LLC #12775 390 SOUTH VAN AVENUE GULF REGION OFFICE LA BRS LEASING & FINANCING, LLC #12775 1835 S. BLACK CANYON HIGHWAY PHOENIX AZ MCP INVESTMENTS, LLC #1956 3682 SOUTH VALLEY VIEW BLVD LAS VEGAS NV GARY AND CAROL VOSBURG #35219 9700 ALTON WAY DENVER CO ALTON RENTALS, INC. #38356 2819 W. RUTHRAUFF ROAD TUCSON AZ GEORGE H MUSEKAMP, III #6423 222 EAST VALLEY STREET SAN BERNARDINO CA HNK ASSOCIATES, LLC #25006 9580 WEST SAHARA AVENUE, #180E WESTERN REGION OFFICE NV THE PARK-215, LLC #34729 8401 EAST ILIFF AVENUE DENVER CENTRAL CO SCOTT & ELLEN HAMBURG #11717 1354 N. RED GUM AVENUE ANAHEIM CA ERDTSIECK FAMILY LIMITED PARTNERSHIP #5217 12410 MEAD WAY DENVER SOUTH CO SCOTT & ELLEN HAMBURG #11717 955 MISSION AVENUE ESCONDIDO CA DORIS LYMAN #6778 957 WEST MISSION AVENUE ESCONDIDO (#2) CA MARK D. KLAMMER #11074 621 L. STREET SAN DIEGO (CHULA VISTA) CA SANDRA BATES #16207 8700 FRUITRIDGE ROAD SACRAMENTO CA GEORGE M. PHILPOTT, JR #8113 8455 SIERRA COLLEGE BLVD. ROSEVILLE CA McKINNEY & SONS #30853 confidential confidential

15 #85938570v6 Subleased Real Property (Neff Rental LLC as Sublessor) Address City State Sublessee 12949 RESEARCH BLVD. AUSTIN TX RIVER CITY MANUFACTURING COMPANY 12949 RESEARCH BLVD. AUSTIN TX RIVER CITY HOSE & SUPPLY INC. 1925 NW 18TH STREET POMPANO SUB- LEASE FL DUBLIN HOLDINGS, LLC #30639 – LESSOR ON “PRIME LEASE” confidential confidential

16 #85938570v6 Schedule 3.25 INTELLECTUAL PROPERTY Patents None. Trademarks United States Federal Trademark Registrations: Mark Registration Number NEFF RENTAL & Circular Design 3,200,927 NEFF RENTAL & Lines Design 3,200,938 NEFF RENTAL 3,205,229 WE CARE MORE 3,467,842 WE HAVE IT . . . 4,537,563 Copyrights None. confidential confidential

17 #85938570v6 Schedule 5.12 POST-CLOSING COLLATERAL MATTERS 1. Use commercially reasonable efforts to obtain within 60 days of the Closing Date the executed Control Agreement(s) required by Section 6(a)(iii) of the Guarantee and Collateral Agreement (which, for avoidance of doubt, may take the form of amendments and restatements of Control Agreement(s) existing prior to the Closing Date). confidential confidential

18 #85938570v6 Schedule 6.01(d) EXISTING INDEBTEDNESS 1. Indebtedness pursuant to the Indenture, dated as of May 13, 2011, between Neff Rental LLC, Neff Rental Finance Corp., the guarantors party thereto from time to time, and Wilmington Trust FSB, as trustee.2 2 This Indebtedness will be repaid on the Closing Date. confidential confidential

19 #85938570v6 Schedule 6.02 EXISTING LIENS3 Name of Entity Type of Filing Filing Office Filing Number/Reel/Frame Assets subject to filing Neff LLC UCC-1 Delaware SOS 2011 1827941 All assets Neff Holdings LLC UCC-1 Delaware SOS 2011 1827826 All assets Neff Rental LLC UCC-1 Delaware SOS 2011 1828014 All assets Neff Rental LLC IP Security Agreement USPTO Reel 3902 Frame 0261 Neff Rental and Circular Design, Reg. No. 3,200,927 Neff Rental and Lines Design, Reg. No. 3,200,938 Neff Rental, Reg. No. 3,205,229 We Care More, Reg. No. 3,467,842 3 Existing Liens to be terminated substantially concurrently with the closing of the Transactions. confidential confidential

20 #85938570v6 Schedule 6.05 EXISTING INVESTMENTS None. confidential confidential

21 #85938570v6 Schedule 6.16 AFFILIATE TRANSACTIONS The transactions and arrangements disclosed on Schedule 3.08. confidential confidential

EXHIBIT A A-1 #85941052v7 EXHIBIT A FORM OF ADMINISTRATIVE QUESTIONNAIRE Agent Information Agent Closing Contact Credit Suisse AG Shawan Fox Eleven Madison Avenue Tel: (212) 538-8608 New York, NY 10010 Fax: (212) 325 8315 E-Mail: shawan.fox@credit-suisse.com Agent Wire Instructions The Bank of New York Mellon ABA 021000018 Account Name: CS Agency Cayman Account Account Number: 8900492627 A. ENTER BORROWER NAME HERE It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity. Legal Name of Lender to appear in Documentation: Signature Block Information: • Signing Credit Agreement Yes No • Coming in via Assignment Yes No Type of Lender: (Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please Lender Parent: Lender Domestic Address Lender Eurodollar Address confidential confidential

A-2 #85941052v7 Primary Credit Contact Secondary Credit Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Primary Operations Contact Secondary Operations Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc. Lender’s Domestic Wire Instructions Bank Name: ABA/Routing No.: Account Name: Account No.: FFC Account Name: FFC Account No.: Attention: Reference: confidential confidential

A-3 #85941052v7 NON-U.S. LENDER INSTITUTIONS: I. Corporations: If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN-E (Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency). A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN-E for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted. II. Flow-Through Entities: If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Original tax form(s) must be submitted. Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which the institution becomes a Lender under the Credit Agreement. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. Tax Documents confidential confidential

EXHIBIT B B-1-1 #85941052v7 EXHIBIT B FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees. confidential confidential

EXHIBIT B B-1-2 #85941052v7 pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1. Assignor[s]: 2. Assignee[s]: [for each Assignee, indicate if [Affiliated Lender][Purchasing Borrower Party][Affiliate of [identify Lender]]] 3. Affiliate Status: 4. Borrower: Neff Rental LLC 5. Administrative Agent: Credit Suisse AG, including any successor thereto, as the administrative agent under the Credit Agreement. 6. Credit Agreement: Second Lien Credit Agreement, dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Neff Rental LLC, Neff LLC, Neff Holdings LLC, the other guarantors party thereto from time to time, Credit Suisse AG, as Administrative Agent, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”) and Jefferies Finance LLC as Syndication Agent. 7. Assigned Interest: confidential confidential

EXHIBIT B B-1-3 #85941052v7 Assignor[s]5 Assignee[s]6 Facility Assigned7 Aggregate Amount of Commitment / Loans for all Lenders8 Amount of Commitment / Loans Assigned Percentage Assigned of Commitment /Loans9 CUSIP Number $ $ % $ $ % $ $ % [8. Trade Date: ]10 Effective Date: _________________,20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (“Closing Date Loan”, “Incremental Loans”, or “Extended Loans”). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. confidential confidential

EXHIBIT B B-1-4 #85941052v7 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]11 Accepted: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name: Title: By: Name: Title: 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. confidential confidential

EXHIBIT B B-1-5 #85941052v7 [Consented to]:12 NEFF RENTAL LLC By: Name: Title: 12 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. confidential confidential

EXHIBIT C #85941052v7 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties. 1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest and the outstanding balances of its Loans are set forth herein, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) other than as set forth in clause (i) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings, any of its subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, any of its subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and meets all the requirements to be an assignee under Section 9.04(b), (c)[, (k)][, (m)] of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04(a) and (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by [the][such] Assignee and (viii) it is not a Disqualified Institution; (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents confidential confidential

EXHIBIT C #85941052v7 and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents (including each Intercreditor Agreement) as are delegated to or otherwise conferred upon the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto. 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. [Each Lender participating in any assignment to Affiliated Lenders acknowledges and agrees that in connection with such assignment, (1) the Affiliated Lenders then may have, and later may come into possession of Excluded Information (as defined below), (2) such Lender has independently and, without reliance on the Affiliated Lenders or any of their Subsidiaries, Holdings, Parent, the Borrower or any of their Subsidiaries, the Administrative Agent, its respective affiliates, officers, directors, employees, partners, agents, advisors and other representatives, has made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Affiliated Lenders or any of their Subsidiaries, Holdings, Parent, the Borrower or any of their Subsidiaries shall be required to make any representation that it is not in possession of Excluded Information, (4) none of the Affiliated Lenders or any of their Subsidiaries, Holdings, Parent, the Borrower or their respective Subsidiaries, the Administrative Agent, its respective affiliates, officers, directors, employees, partners, agents, advisors and other representatives, shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Affiliated Lenders and any of their Subsidiaries, Holdings, Parent, the Borrower and their respective Subsidiaries, the Administrative Agent, its respective affiliates, officers, directors, employees, partners, agents, advisors and other representatives, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (5) that the Excluded Information may not be available to the Administrative Agent or the other Lenders.] confidential confidential

EXHIBIT C #85941052v7 As used herein, “Excluded Information” means information regarding Holdings, the Borrower, the Sponsor and their respective affiliates not known to such Lender and that may be material to a decision by such Lender to participate in such assignment (including material nonpublic information).]1 1 To be included in an assignment pursuant to Section 9.04(k) or 9.04(m) of the Credit Agreement. confidential confidential

EXHIBIT C #85941052v7 EXHIBIT C FORM OF BORROWING REQUEST Date: __________, _____ To: Credit Suisse AG, as Administrative Agent Eleven Madison Avenue New York, New York 10010 Ladies and Gentlemen: Reference is made to the Second Lien Credit Agreement, dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Neff Rental LLC, Neff LLC, Neff Holdings LLC, Credit Suisse AG, as Administrative Agent, and each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby requests (select one): A Borrowing of new Loans A conversion of Loans made on OR A continuation of Eurocurrency Rate Loans made on to be made on the terms set forth below: (A) Class of Borrowing2 (B) Date of Borrowing, conversion or continuation (which is a Business Day) (C) Principal amount3 (D) Type of Loan4 2 Closing Date Loans, Incremental Loans or Extended Loans. 3 Conversions or continuations to be in a minimum principal amount of $1,000,000 and in whole multiples of $500,000 in excess thereof (if less than all outstanding principal amount of any Borrowing is being continued or converted). Extended Loans shall be in a minimum principal amount of $100,000,000 and in whole multiples of $25,000,000 in excess thereof. Incremental Loans shall be in a minimum principal amount of $25,000,000 and in whole multiples of $1,000,000 in excess thereof. confidential confidential

EXHIBIT C #85941052v7 (E) Interest Period and the last day thereof5 (F) Wire instructions for Borrower account Bank: ABA Routing Transit Number: Account Number: Account Name: FFC: Reference: [Except in respect of any conversion or continuation of a Borrowing, the undersigned hereby represents and warrants to the Administrative Agent and the Lenders that the conditions specified in Section 4.02(b) of the Credit Agreement will be satisfied as of the date of the Borrowing set forth above.]6 [The remainder of this page is intentionally left blank.] (continued.) 4 Specify Eurodollar or ABR. 5 Applicable for Eurodollar Borrowings only; specify 1, 2, 3 or 6 months. 6 Applies only to Borrowings after the Closing Date. confidential confidential

EXHIBIT C #85941052v7 NEFF RENTAL LLC By: Name: Title: confidential confidential

EXHIBIT D-1 #85941052v7 EXHIBIT D-1 FORM OF GUARANTEE AND COLLATERAL AGREEMENT [See attached] confidential confidential

EXECUTION VERSION #85923267v18 GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 9, 2014 (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), among NEFF RENTAL LLC, a Delaware limited liability company (the “Borrower”), NEFF HOLDINGS LLC, a Delaware limited liability company (“Holdings”), NEFF LLC, a Delaware limited liability company (the “Parent”), and each other Person which becomes party hereto as Grantor pursuant to Section 23 of this Agreement (such Persons, together with the Borrower, Holdings and Parent, collectively, the “Grantors” and each, a “Grantor”), and CREDIT SUISSE AG, in its capacities as administrative agent and collateral agent for the Secured Parties (defined below) (in such capacities, together with its successors and assigns in such capacities, if any, the “Agent”). W I T N E S S E T H: WHEREAS, pursuant to the terms, conditions and provisions of the Second Lien Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Parent, Holdings, the Agent, and the Lenders party thereto from time to time, (the “Lenders”) the Lenders are extending credit to the Borrower in the form of second lien term loans (the “Loans”) in aggregate principal amount of $575,000,000; WHEREAS, the Borrower and certain of the other Grantors may, from time to time, enter into Additional Secured Documents (as defined below) and incur Additional Obligations (as defined below); WHEREAS, each Grantor and each Guarantor is executing and delivering this Agreement, pursuant to the terms of the Credit Agreement, to induce the Lenders to make the Loans, and it is a condition precedent to the making of the Loans to the Borrower that each Grantor and each Guarantor shall have executed and delivered to the Agent for the benefit of the Secured Parties this Agreement; WHEREAS, each Grantor and each Guarantor will derive substantial benefits from the borrowing of Loans by the Borrower under the Credit Agreement and, accordingly, desires to execute this Agreement in order to satisfy the condition described in the preceding recital; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. (a) All capitalized terms used but not otherwise defined herein and defined in the Credit Agreement have the meanings given to them in the Credit Agreement. confidential confidential

-2- #85923267v18 (b) The following terms shall have the meanings assigned thereto in the Uniform Commercial Code as in effect from time to time in the State of New York (the “Code”): “Commercial Tort Claim”, “Commodities Intermediary”, “Deposit Account”, “Documents”, “Electronic Chattel Paper”, “Entitlement Holder”, “Entitlement Order”, “Financial Asset”, “Goods”, “Letter-of-Credit Rights”, “Payment Intangibles”, “Proceeds”, “Securities Intermediary”, “Software”, “Supporting Obligation” and “Uncertificated Securities”. (c) As used herein, the following terms shall have the meaning set forth below, such meaning to be applicable equally to both the singular and plural forms of such terms: “Accounts” means all “accounts,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, such term to include (a) all accounts receivable, other receivables, book debts, Rental Payments and other forms of obligations (other than, except in the case of Rental Payments, forms of obligations evidenced by Chattel Paper or Instruments) (including any such obligations that may be characterized as an account or contract right under the Code), (b) all of each Grantor’s rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Grantor’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to payment due to any Grantor for property sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Grantor or in connection with any other transaction (whether or not yet earned by performance on the part of such Grantor) and (e) all collateral security of any kind, now or hereafter in existence, given by any Account Debtor or other Person with respect to any of the foregoing. “Account Debtor” means any Person who may become obligated to any Grantor under, with respect to, or on account of, an Account, Chattel Paper or General Intangibles (including a Payment Intangible). “Act of Required Secured Parties” means, a direction in writing delivered to the Agent by or with the written consent of the holders of at least 50.1% of the aggregate outstanding principal amount of Secured Obligations (including outstanding letters of credit whether or not then drawn). “Additional Secured Document” means any document designated as such in any Joinder and Supplement to Guarantee and Collateral Agreement in accordance with Section 22 hereto. “Additional Secured Obligations” means any obligations of any Grantor designated as such in a Joinder and Supplement to Guarantee and Collateral Agreement in accordance with Section 22 hereof. confidential confidential

-3- #85923267v18 “Additional Secured Party” means each holder of Additional Secured Obligations, and any agent or trustee therefor, so designated in a Joinder and Supplement to Guarantee and Collateral Agreement in accordance with Section 22 hereof, and “Additional Secured Parties” shall mean, collectively, each such Additional Secured Party. “Agent” has the meaning provided in the preamble hereto. “Blocked Account” means each Deposit Account that is subject to a Control Agreement. “Blocked Account Bank” means each depositary bank that is party to a Control Agreement. “Chattel Paper” means any “chattel paper,” as such term is defined in the Code, including electronic chattel paper, now owned or hereafter acquired by any Grantor, wherever located. “Collateral” has the meaning specified in Section 3(a). “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Contractual Obligations” means, as applied to any Person, any credit agreement, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject. “Control Agreements” means: (a) in the case of any bank account, a deposit account control agreement by and among the applicable Grantor, the Agent and the depository, pursuant to which such depository acknowledges the security interest of the Agent in the deposit account, agrees (subject to the terms of the Intercreditor Agreement) to comply with instructions originated by Agent directing disposition of the funds in the bank account without further consent from such Grantor or Subsidiary, and agrees to subordinate and limit any security interest the bank may have in such bank account on terms reasonably satisfactory to Agent; (b) in the case of any securities account, a securities account control agreement by and among the applicable Grantor, Agent and the securities intermediary, pursuant to which such securities intermediary acknowledges the security interest of Agent in the securities account, agrees (subject to the terms of the Intercreditor Agreement) to comply with Entitlement Orders originated by Agent with respect to the securities account without further consent from such Grantor or Subsidiary, and agrees to subordinate and limit any security interest the securities intermediary may have in such securities account on terms reasonably satisfactory to Agent; and confidential confidential

-4- #85923267v18 (c) in the case of any commodities account, a commodities account control agreement by and among the applicable Grantor, Agent and the commodities intermediary, pursuant to which such commodities intermediary acknowledges the security interest of Agent in the commodities account, agrees (subject to the terms of the Intercreditor Agreement) to comply with instructions originated by Agent directing application of any value distributed on account of any commodity contract in the commodities account without further consent from such Grantor, and agrees to subordinate and limit any security interest the commodities intermediary may have in such commodities account on terms reasonably satisfactory to Agent. “Control Collateral” means Collateral consisting of any Titled Collateral, Certificated Security, Instrument, Investment Property, and any other Collateral, as to which a first priority Lien shall be perfected through possession or control by the secured party or any agent therefor. “Copyright License” means any and all rights now owned or hereafter acquired by any Grantor under any written agreement granting any right to use any Copyright or Copyright registration. “Copyrights” means all of the following now owned or hereafter adopted or acquired by any Grantor: (a) all copyrights and General Intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; and (b) all reissues, extensions or renewals thereof. “Credit Agreement” has the meaning provided in the preamble hereto. “Discharge of First Lien Obligations” has the meaning given to such term in the Intercreditor Agreement. “Discharge of Secured Obligations” means (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the Secured Documents and (ii) payment in full in cash of all other Secured Obligations that are outstanding and unpaid at the time such principal and interest are paid in full (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such Insolvency or Liquidation Proceeding and other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made). confidential confidential

-5- #85923267v18 “Equipment” means all “equipment,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, wherever located and, in any event, including all such Grantor’s machinery and equipment, including processing equipment, conveyors, machine tools, data processing and computer equipment, including embedded software and peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, materials handling equipment, tools, attachments, accessories, automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of real property, together with all additions and accessions thereto, replacements therefor, all parts therefor, all substitutes for any of the foregoing, fuel therefor, and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto. “Excluded Equity” means any Voting Stock in excess of 65% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person; provided that Excluded Equity shall not include any equity interests that secure the Revolving Credit Facility. For the purposes of this definition, “Voting Stock” means, as to any Borrower, the issued and outstanding shares of each class of stock of such Borrower entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)). “Excluded Property” means, collectively, (i) Excluded Equity, (ii) any permit, lease, license, contract, Instrument or other agreement held by any Grantor that prohibits or requires the consent of any Person other than Holdings, Parent or their respective Affiliates as a condition to the creation by such Grantor of a Lien thereon, or any permit, lease, license, contract or other agreement held by any Grantor to the extent that any laws applicable thereto prohibit the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Code (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408 and 9-409 of the Code) or any other laws (including, without limitation, the Bankruptcy Code), (iii) any property owned by a Grantor that is subject to a purchase money Lien or a capital or synthetic lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such purchase money Lien or capital or synthetic lease) prohibits or requires the consent of any Person other than the Grantor as a condition to the creation of any other Lien on such property, (iv) assets disposed of to a Person that is not a Grantor in compliance with the Secured Documents, (v) any letter of credit to the extent any Grantor is required by applicable law to apply the Proceeds of a drawing of such letter of credit for a specified purpose, (vi) any “intent-to-use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed, to the extent that any assignment of an “intent-to-use” application prior to such filing would violate the Lanham Act and (vii) all Rolling Stock unless such Rolling Stock secures the obligations under the Revolving Credit Facility; provided, however, “Excluded Property” shall not include (x) any Proceeds, substitutions or replacements of any of the assets deconfidential confidential

-6- #85923267v18 scribed in clauses (i) through (vii) of this definition (unless such Proceeds, substitutions or replacements would constitute Excluded Property) and (y) any assets that secure the Revolving Credit Facility. “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee under Section 2 hereto of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. “Event of Default” shall mean an “Event of Default” under the Credit Agreement and any Secured Document. “Fixtures” means all “fixtures” as such term is defined in the Code, now owned or hereafter acquired by any Grantor. “General Intangibles” means “general intangibles,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, including all right, title and interest that such Grantor may now or hereafter have in or under any Contractual Obligation, all payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor and reissues, extensions or renewals thereof, rights in Intellectual Property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, experience, processes, models, drawings, materials and records, goodwill (including the goodwill associated with any Trademark or Trademark License), all rights and claims in or under insurance policies (including insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights or intangible rights, all liability, life, key man and business interruption insurance, and all unearned premiums), uncertificated securities, choses in action, deposit, checking and other bank accounts, rights to receive tax refunds and other payments, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged Stock and Investment Property, rights of indemnification, all books and records, correspondence, credit files, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor. confidential confidential

-7- #85923267v18 “Grantors” has the meaning provided in the preamble hereto. “Guarantors” means, collectively, each Grantor other than the Borrower. “Instruments” means all “instruments,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, wherever located, and, in any event, including all certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper. “Intellectual Property” means any and all Licenses, Patents, Copyrights, Trademarks and the goodwill associated with such Trademarks. “Intellectual Property Security Agreement” means the Intellectual Property Security Agreement made in favor of Agent, on behalf of itself and the Secured Parties, by each applicable Grantor, substantially in the form of Exhibit C hereto. “Intercompany Note” means any promissory note evidencing loans made by any Grantor to Parent or any of its subsidiaries. “Investment Property” means all “investment property,” as such term is defined in the Code, now owned or hereafter acquired by any Grantor, wherever located, including: (a) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (b) all securities entitlements of any Grantor, including the rights of such Grantor to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (c) all securities accounts of any Grantor; (d) all commodity contracts of any Grantor; and (e) all commodity accounts held by any Grantor. “Joinder and Supplement to Guarantee and Collateral Agreement” means a supplement substantially in the form of Exhibit D hereto. “Non-U.S. Person” means any Person that is not a U.S. Person. “Patent License” means rights under any written agreement now owned or hereafter acquired by any Grantor granting any right with respect to any invention on which a Patent is in existence. “Patents” means all of the following in which any Grantor now holds or hereafter acquires any interest: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or of any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the Unitconfidential confidential

-8- #85923267v18 ed States, any State or any other country, and (b) all reissues, continuations, continuations- in-part or extensions thereof. “Perfection Agent” means (a) prior to the Discharge of First Lien Obligations, the Control Agent (as defined in the Intercreditor Agreement), its successors and assigns and (b) after the Discharge of First Lien Obligations, the Agent. “Perfection Certificate” means the Perfection Certificate dated as of June 9, 2014 executed by the Grantors. “Pledged Note” means with respect to any Grantor, all promissory notes listed on Schedule IV, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor in excess of $1,000,000 individually (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business). “Pledged Stock” means the shares of Capital Stock listed on Schedule IV, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Grantor or Subsidiary that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that Pledged Stock shall not include (a) Excluded Equity and (b) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares. “Rental Payments” means rental payments due to any Grantor from the rental of Rental Fleet and Equipment owned by such Person. “Rolling Stock” means all transportation equipment used to transport Rental Fleet and Equipment including all trucks, trailers, tractors, service vehicles, vans, pickup trucks, forklifts, wheel loaders and other mobile equipment and other vehicles, wherever located, which in each case is covered by a certificate of title under applicable state law, other than in each case Rental Fleet and Equipment. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Secured Debt Representative” means (i) in the case of the Loans, the Administrative Agent and (ii) in the case of any other Secured Obligations, the trustee, agent or representative of the holders of such tranche of Secured Obligations who maintains the transfer register for such tranche of Secured Obligations and (a) is appointed (as evidenced by an officers’ certificate delivered to the Agent) as the Secured Debt Representaconfidential confidential

-9- #85923267v18 tive pursuant to the applicable indenture, credit agreement or other agreement governing such tranche of Secured Obligations, together with its successors in such capacity and (b) has become a party to the Intercreditor Agreement by executing an amendment to effectuate its joinder thereto. “Secured Document” means the Credit Agreement, any Additional Secured Documents and each of the other agreements, documents and instruments providing for or evidencing any other Secured Obligation and any other document or instrument executed or delivered at any time in connection with any Secured Obligations, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, including any intercreditor or joinder agreement among holders of Obligations, to the extent such are effective at the relevant time, as each may be amended, supplemented, amended and restated or otherwise modified from time to time. “Secured Obligations” means, (i) (a) the Obligations, and (b) any Refinancing Debt incurred to refinance the Indebtedness represented by the Loans or any such Refinancing Debt and in each case, all related Obligations and (ii) (a) any Additional Secured Obligations and all related Obligations and (b) any Refinancing Debt incurred to refinance Additional Secured Obligations or any such Refinancing Debt, in each case, together with all related Obligations; provided that Secured Obligations shall not include any Excluded Swap Obligations. “Secured Parties” means (a) Agent, (b) each Lender, (c) the beneficiaries of each indemnification obligation undertaken by Parent, the Borrower, any Grantor or any Guarantor under the Credit Agreement, (d) the holders of Refinancing Debt (and the trustee or agent thereof) referred to in clauses (i)(b) and (ii)(b) of the definition of “Secured Obligations”, Incremental Loans, holders of Additional Obligations (and the trustee or agent thereof), in each case, that have, or an agent or trustee thereof that has, entered into a Joinder and Supplement to Guarantee and Collateral Agreement as contemplated by Section 22(d), and (e) the successors and permitted assigns of each of the foregoing. “Stock” means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934). “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. “Titled Collateral” means any Rolling Stock and other goods covered by certificate of title. confidential confidential

-10- #85923267v18 “Trademark License” means rights under any written agreement now owned or hereafter acquired by any Grantor granting any right to use any Trademark. “Trademarks” means all of the following now owned or hereafter adopted or acquired by any Grantor: (a) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, internet domain names, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; (b) all reissues, extensions or renewals thereof; and (c) all goodwill associated with or symbolized by any of the foregoing. “Uniform Commercial Code Jurisdiction” means any jurisdiction that has adopted all or substantially all of Article 9 of the Code. 2. Guarantee. (a) Guarantee of Secured Obligations of the Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to Agent and Lenders, and their respective successors, endorsees, transferees and assigns, for the benefit of Secured Parties, the prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations. Each Guarantor agrees that the guarantee in this Section 2 is a guarantee of payment and performance and not of collection, and that its obligations under this Section 2 shall be primary, absolute and unconditional, irrespective of, and unaffected by: (i) the validity, regularity, enforceability or any future amendment of, or change in this Agreement, any other Loan Document or any other agreement, document or instrument to which any Loan Party and/or any Guarantor is or may become a party; (ii) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by Agent, Lenders or any other Secured Party with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Secured Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, the release of any such security); (iv) the insolvency of a Borrower or any other Loan Party; or (v) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; confidential confidential

-11- #85923267v18 it being agreed by each Guarantor that its obligations under this Section 2 shall not be discharged until the earlier to occur of (i) the release of such Guarantor from its obligations under this Section 2 in accordance with Section 17, on which date such Grantor shall be released in accordance with Section 17 and (ii) the date of the Discharge of Secured Obligations, on which date, each Guarantor shall be automatically released from its obligations hereunder. Each Guarantor shall be regarded, and shall be in the same position, as the principal debtor with respect to the Secured Obligations. Each Guarantor agrees that any notice or directive given at any time to Agent which is inconsistent with the waivers in the second preceding sentence shall be null and void and may be ignored by Agent and the Secured Parties and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Section 2 for the reason that such pleading or introduction would be at variance with the written terms of this Section 2, unless Agent and the Required Lenders have specifically agreed otherwise in writing. It is agreed among each Guarantor, Agent and Secured Parties that the foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and that, but for the guarantee in this Section 2 and such waivers, Agent and Lenders would decline to enter into the Credit Agreement and Secured Parties would decline to enter into the applicable documents governing the Secured Obligations. (b) Demand by Agent or Lenders. In addition to the terms of the Guarantee set forth in Section 2(a) hereof, and in no manner imposing any limitation on such terms, it is expressly understood and agreed that, if, at any time, the outstanding principal amount of the Secured Obligations under the Credit Agreement (including all accrued interest thereon) is declared to be immediately due and payable, then Guarantors shall, without demand, pay to the holders of the Secured Obligations the entire outstanding Secured Obligations due and owing to such holders. Payment by Guarantors shall be made to Agent in Dollars in immediately available funds to an account designated by Agent or at any other address that may be specified in writing from time to time by Agent, and shall be credited and applied to the Secured Obligations. (c) Enforcement of Guarantee. In no event shall Agent have any obligation (although it is entitled, at its option in its sole discretion) to proceed against Borrower or any other Loan Party or any Collateral pledged to secure the Secured Obligations before seeking satisfaction from any or all of the Guarantors, and Agent may proceed, prior or subsequent to the enforcement of Agent’s rights hereunder, to exercise any right or remedy which it may have against any Collateral, as a result of any Lien it may have as security for all or any portion of the Secured Obligations. (d) Waiver. (i) In addition to the waivers contained in Section 2(a) hereof, each Guarantor hereby waives to the fullest extent permitted by law, and each Guarantor hereby agrees that it shall not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Guarantors (or any of them) of their obligations under, or the enforcement by Agent, Lenders or other Secured Parties of, this Agreement. confidential confidential

-12- #85923267v18 (ii) Guarantors hereby waive diligence and presentment (whether for nonpayment or protest or of acceptance, maturity, extension of time, change in nature or form of the Secured Obligations, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, the Secured Obligations, notice of adverse change in Parent’s, Holdings’ or any other Guarantor’s financial condition or any other fact which might increase the risk to Guarantors) with respect to any of the Secured Obligations or all other demands whatsoever and waive the benefit of all provisions of law which are or might be in conflict with the terms of this Agreement. (e) Modification of Secured Obligations, Etc. Each Guarantor hereby acknowledges and agrees that Agent and Secured Parties may at any time or from time to time, with or without the consent of, or notice to, Guarantors or any of them: (i) change or extend the manner, place or terms of payment of, or renew or alter all or any portion of, the Secured Obligations; (ii) take any action under or in respect of the Loan Documents in the exercise of any remedy, power or privilege contained therein or available to it at law, equity or otherwise, or waive or refrain from exercising any such remedies, powers or privileges; (iii) extend or waive the time for any Loan Party’s performance of, or compliance with, any term, covenant or agreement on its part to be performed or observed under the Loan Documents, or waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (iv) (A) subject to the Credit Agreement, take and hold Collateral for the payment of the Secured Obligations guaranteed hereby or (B) upon the occurrence and during the continuance of an Event of Default or otherwise in accordance with the Loan Documents, sell, exchange, release, dispose of, or otherwise deal with, any property pledged, mortgaged or conveyed, or in which Agent or any Secured Party has been granted a Lien, to secure any of the Secured Obligations; (v) release any Person who may be liable in any manner for the payment of any amounts owed by any Guarantor or any Loan Party to Agent or any Secured Party; (vi) modify or terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of any Guarantor or any Loan Party are subordinated to the claims of Agent and Secured Parties; and/or (vii) subject to the Credit Agreement, Guarantee and Collateral Agreement and Pledge Agreement, apply any sums by whomever paid or however realized to any amounts owing by any Guarantor or any Loan Party to Agent or any Secured Party in such manner as Agent or any Lender shall determine in its discretion; confidential confidential

-13- #85923267v18 and none of Agent or any Secured Party shall incur any liability to any Guarantor as a result thereof, and no such action shall impair or release the Secured Obligations of any Guarantor under this Section 2 (unless, subject to Section 2(f) below, such action results in the payment in full and satisfaction of the Secured Obligations). (f) Reinstatement. This Agreement shall remain in full force and effect and continue to be effective, or be reinstated, should any petition be filed by or against any Borrower or any Guarantor for liquidation or reorganization, should any Borrower or any Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of such Borrower’s or such Guarantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by Agent or any Secured Party, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been made and such Secured Obligations shall be deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) Exercise of Subrogation Rights, Etc. Notwithstanding anything to the contrary in this Section 2, or in any other Loan Document, each Guarantor hereby agrees not to exercise its rights of subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Loan Party in connection with or as a result of such Guarantor’s execution, delivery and/or performance of the guarantee in this Section 2, or any other documents to which such Guarantor is a party or otherwise until the Discharge of Secured Obligations. (h) Election of Remedies. If Agent may, under applicable law, proceed to realize benefits under any of the Loan Documents giving Agent and Secured Parties a Lien upon any Collateral of any Loan Party, either by judicial foreclosure or by non judicial sale or enforcement, Agent may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Section 2. If, in the exercise of any of its rights and remedies, Agent shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Loan Party, whether because of any applicable laws pertaining to “election of remedies” or the like, each Guarantor hereby consents to such action by Agent and waives, to the fullest extent permitted by law, any claim based upon such action, even if such action by Agent shall result in a full or partial loss of any rights of subrogation which such Guarantor might otherwise have had but for such action by Agent. Any election of remedies which results in the denial or impairment of the right of Agent to seek a deficiency judgment against any Loan Party shall not impair each Guarantor’s obligation to pay the full amount of the Secured Obligations. In the event Agent shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, Agent may bid all or less than the amount of the Secured Obligations and the amount of such bid need not be paid by Agent but shall be credited against the Secured Obligations. Any difference between such bid amount and the reconfidential confidential

-14- #85923267v18 maining balance of the Secured Obligations shall be deemed to be the amount of the Secured Obligations guaranteed under this Agreement. (i) Limitation on Guarantee of Subsidiary Guarantors. Notwithstanding any provision herein contained to the contrary, the liability of each Guarantor hereunder shall be limited to an amount not to exceed as of any date of determination the amount which could be claimed by Agent and the Lenders from such Guarantor under the guarantee contained in this Agreement without rendering such claim voidable or avoidable under Section 548 of the Bankruptcy Code or any comparable provision of any other applicable law. 3. Grant of Lien. (a) To secure the prompt and complete payment, performance and observance of all of the Secured Obligations (including, without limitation, each Guarantor’s guarantee pursuant to Section 2(a) of this Agreement), each Grantor hereby grants, conveys, mortgages, pledges, hypothecates and transfers to Agent, for the benefit of Secured Parties, a Lien upon and a continuing security interest in all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all General Intangibles (including Payment Intangibles and Software); (v) all Goods (including Inventory (as defined in the Credit Agreement), Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (ix) all money, cash or Cash Equivalents of such Grantor; (x) all Supporting Obligations and Letter-of-Credit Rights of such Grantor; confidential confidential

-15- #85923267v18 (xi) the Commercial Tort Claims described on Schedule III and on any supplement thereto received by Agent pursuant to Section 6(a)(vi); and (xii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payment not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; all of which being hereinafter collectively referred to as the “Collateral”; provided, however, that “Collateral” shall not include, nor shall the security interest granted under Section 3(a) hereof attach to, any Excluded Property; and provided, further, that if and when any property shall cease to be Excluded Property, immediately at and from such time, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such property. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Agent and the Lenders as aforesaid, each Grantor hereby grants to Agent, for itself and the benefit of Secured Parties, a right of setoff against the property of such Grantor held by Agent or any Secured Party, consisting of Collateral now or hereafter in the possession or custody of or in transit to Agent or any Secured Party, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power. (c) [reserved] (d) Each Grantor hereby irrevocably authorizes Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file or record financing statements, amendments to financing statements and, with notice to the Borrower, other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as Agent reasonably determines appropriate to perfect the security interests of Agent under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets” or “all personal property” or words of similar effect, whether now owned or hereafter acquired. Each Grantor hereby also authorizes Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. The Liens are granted as security only and shall not subject Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. 4. Agent’s and Secured Parties’ Rights; Limitations on Agent’s and Secured Parties’ Obligations. confidential confidential

-16- #85923267v18 (a) Neither Agent nor any Secured Party shall have any obligation or liability under any Contractual Obligation by reason of or arising out of this Agreement or any other Secured Document or the granting herein of a Lien thereon or the receipt by Agent or any Secured Party of any payment relating to any Contractual Obligation pursuant hereto. Neither Agent nor any Secured Party shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any Contractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contractual Obligation, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (b) At any time after an Event of Default has occurred under Section 7.01(b), (c), (g) or (h) and is continuing, after giving notice to the relevant Grantor of its intent to do so, Agent may notify each of such Grantor’s Account Debtors and all other Persons obligated on any of the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Secured Parties. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, none of the Grantors shall give any contrary payment instructions to such Account Debtor or other Person without Agent’s prior written consent for so long as any Event of Default under Section 7.01(b), (c), (g) or (h) shall be in existence. (c) At any time after an Event of Default has occurred under Section 7.01(b), (c), (g) or (h) and is continuing, Agent may in its own name, in the name of a nominee of Agent or in the name of any Grantor, communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to Contractual Obligations and obligors in respect of Instruments to verify with such Persons, to Agent’s reasonable satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles. If an Event of Default shall have occurred and be continuing, at Grantor’s sole expense, Agent shall have the right to engage a consultant for, and each Grantor shall fully cooperate with such consultant in, the preparation and delivery to Agent and each Secured Party at any time and from time to time the following reports with respect to such Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as Agent may request; provided, however, if the Revolving Agent has engaged such a consultant, then no Grantor shall be required to pay for the fees, costs and expenses of any such consultant engaged by the Agent if the reports prepared by the consultant engaged by the Revolving Agent can be shared with the Agent. (d) It is understood and agreed that the security interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property. confidential confidential

-17- #85923267v18 5. Representations and Warranties. To induce the Lenders to make the Loans, each Grantor hereby represents and warrants to Agent and each Secured Party, jointly and severally, that: (a) Each Grantor has rights in and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens other than Permitted Liens. (b) Set forth on Schedule I hereto is (i) offices and other premises where Inventory or Equipment is stored or located whether or not owned or leased by such Grantor, and (ii) the locations of each Grantor’s books and records concerning the Collateral, in each case as of the date hereof. (c) Substantially all Titled Collateral owned by each of the Grantors as of June 4, 2014 is listed on Schedule II hereto, by model, model year and to the extent listed on the Schedule, vehicle identification number. Also set forth on Schedule II is the location of the title certificates for each item of Titled Collateral listed on such Schedule II. 6. Covenants. Without limiting any Grantor’s covenants and agreements contained in the Credit Agreement and the other Secured Documents, each Grantor covenants and agrees with Agent, for the benefit of Agent and Secured Parties, that from and after the date of this Agreement and until the Discharge of the Secured Obligations. (a) Further Assurances; Pledge of Instruments; Chattel Paper; Titled Collateral. (i) At any time and from time to time, upon the written request of Agent and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions (including the filing and recording of financing statements and other documents) as may reasonably be necessary or advisable to obtain the full benefits of this Agreement and of the rights and powers herein granted with respect to the Collateral, including (A) using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contractual Obligation held by such Grantor and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code in effect in any jurisdiction with respect to the Liens granted hereunder or under any other Secured Document. (ii) Unless such Collateral has been delivered pursuant to the Pledge Agreement, such Grantor shall deliver to Perfection Agent all Collateral consisting of the following negotiable Documents, certificated Stock, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly (and in any event within 20 Business Days) after such Grantor receives the same: (A) any negotiable Document or Instrument having a value in excess confidential confidential

-18- #85923267v18 of $1,000,000, (B) any certificated Stock (other than certificated Stock of Subsidiaries of such Grantor delivered to Perfection Agent pursuant to the Pledge Agreement) or (C) any Chattel Paper (other than Chattel Paper (I) the value of which, in the aggregate for all such Chattel Paper, does not exceed $1,000,000 or (II) which evidences leases of Inventory for a period of time that is less than one month), and such Grantor will provide prompt written notice of receipt thereof to Agent. (iii) (A) To the extent such Grantor is required by the Revolving Credit Facility to undertake such actions with respect to the obligations thereunder and (B) after the Discharge of First Lien Obligations, such Grantors shall, subject to Section 5.12 of the Credit Agreement, (I) obtain authenticated Control Agreements from (x) each Securities Intermediary issuing or holding any Financial Assets to or for such Grantor and (y) each Commodities Intermediary holding commodities for such Grantor; and such Grantor shall within twenty (20) Business Days after acquiring any Uncertificated Securities that are not credited to a securities account obtain from the Borrower of such Uncertificated Securities an acknowledgment of the pledge of such Uncertificated Securities to Agent granting “control” (within the meaning of Section 8-106 of the Code) over such Uncertificated Securities to Agent and (II) provide perfected liens in favor of the Agent for the benefit of the Secured Parties on Deposit Accounts of such Grantor. (iv) If such Grantor is or becomes the beneficiary of a letter of credit, such Grantor shall promptly, and in any event within twenty (20) Business Days after becoming a beneficiary, notify Agent thereof and, unless otherwise consented by Agent, cause the Borrower and/or confirmation bank to consent to the assignment of any Letter-of- Credit Rights to Perfection Agent and agree to direct all payments thereunder to a Deposit Account subject to a Control Agreement. (v) At any time (A) upon Agent’s reasonable written request, (B) unless Agent has otherwise consented in writing (which consent may be revoked), after an Event of Default has occurred and is continuing or (C) unless Agent has otherwise consented in writing (which consent may be revoked), such Grantor shall take all steps necessary to grant Perfection Agent control of all Electronic Chattel Paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (vi) Such Grantor shall promptly, and in any event within twenty (20) Business Days after the same is acquired by it, notify Agent of Commercial Tort Claims in excess of $2,000,000, individually or in the aggregate, acquired by it and unless otherwise consented by Agent, such Grantor shall enter into a supplement to this Agreement, granting to Agent a Lien in such Commercial Tort Claim. Any supplement to Schedule III delivered pursuant to this Section 6 (a) (vi) shall, after the receipt thereof by Agent, become part of Schedule III for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt. confidential confidential

-19- #85923267v18 (vii) To the extent required to be delivered to Perfection Agent pursuant to the Revolving Credit Facility Documentation, or after the Discharge of First Lien Obligations, after the occurrence and during the continuation of an Event of Default, upon the request of the Agent, each Grantor shall deliver to Perfection Agent title certificates for all Titled Collateral from time to time owned by it and shall cause those title certificates to be filed (with Perfection Agent’s Lien noted thereon) in the appropriate state filing office. (b) [Reserved]. (c) Maintenance of Records. Such Grantor shall keep and maintain, at its own cost and expense, satisfactory and complete records of the Collateral, including a record of any and all payments received and any and all credits granted with respect to the Collateral and all other dealings with the Collateral. Such Grantor shall mark its books and records pertaining to the Collateral to evidence this Agreement and the Liens granted hereby. Upon (A) Agent’s reasonable written request or (B) unless Agent shall otherwise consent in writing (which consent may be revoked), the occurrence and during the continuance of an Event of Default, such Chattel Paper (other than Chattel Paper the value of which, in the aggregate for all such Chattel Paper, does not exceed $1,000,000) and Instruments (other than Instruments the value of which, in the aggregate for all such Instruments, does not exceed $1,000,000) shall be marked by Grantor with a legend to evidence this Agreement and the Liens granted hereby; provided that each Grantor shall be required to so mark each such Chattel Paper or Instrument only to the extent that the same is in such Grantor’s possession. (d) Covenants Regarding Patent, Trademark and Copyright Collateral. (i) If Grantor, either directly or through any agent, employee, licensee or designee, files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, it shall give Agent notice thereof, and, upon request of Agent, such Grantor shall execute and deliver any and all Intellectual Property Security Agreements as may be necessary to evidence Agent’s Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby if the Revolving Agent has requested similar security agreements be executed and delivered with respect to such Collateral. (ii) Such Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue (and not abandon) each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing that is material to the conduct of any Grantor’s business or operations), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, unless such Grantor shall determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations. confidential confidential

-20- #85923267v18 (iii) In the event that any of the Patent, Trademark or Copyright Collateral that is material to the conduct of any Grantor’s business or operations is infringed upon, or misappropriated or diluted by a third party, each Grantor shall promptly notify Agent and, if applicable, comply with Section 6(a)(vi) of this Agreement. Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral. (e) Notices. Such Grantor will advise Agent promptly, in reasonable detail, of any Lien (other than Permitted Liens) on or claim made or asserted against a material portion of the Collateral of which it has knowledge, which could reasonably be expected to have a material adverse effect on the Collateral or the ability of Agent to exercise any of its remedies hereunder. (f) No Reincorporation. Such Grantor will give Agent at least fifteen (15) days prior written notice of any change to the information set forth on Schedule 1 to the Perfection Certificate, to the extent needed to make Schedule I or Schedule 1 to the Perfection Certificate up to date and accurate. Such Grantor shall not affect any such change unless it has taken all steps necessary or reasonably required by Agent to maintain continued perfection of Agent’s security interest in the Collateral with the same priority as prior to such change. Without limiting the prohibitions on mergers involving any Grantor as contained in the Credit Agreement, none of the Grantors shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof without complying with this subsection (f). (g) Use of Collateral. Subject to the terms of the Intercreditor Agreement, such Grantor will do nothing to impair the rights of Agent in any of the Collateral. Such Grantor will not use or permit any Collateral to be used unlawfully or in violation of any provision of applicable law, or any insurance policy covering any of the Collateral. Without limiting the foregoing, such Grantor will not permit the production of Inventory (including Rental Fleet and Equipment) in violation of any provision of the Fair Labor Standards Act. (h) Federal and State Claims. Such Grantor shall notify Agent promptly of any of the Collateral which constitutes a claim against the United States government or any instrumentality or agent thereof or any state thereof, the assignment of which claim is restricted by federal law or state law as the case may be. Upon the request of Agent, such Grantor shall take such steps as may be reasonably necessary to comply with any applicable federal assignment of claims laws or other comparable laws. 7. Bank Accounts; Collection of Accounts and Payments. (a) To the extent such Grantor is required to undertake such actions under the Revolving Credit Facility Documentation with respect to the obligations thereunder and (b) after the Discharge of First Lien Obligations, each Grantor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with any Grantor shall, (i) acting as trustee for Agent and Secured confidential confidential

-21- #85923267v18 Parties, receive any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of such Grantor or any Affiliates, employees, agent, or other Persons acting for or in concert with any Grantor, and immediately upon receipt thereof, such Grantor or such Persons shall, deposit the same or cause the same to be deposited in kind, in a Deposit Account with any financial institution or other account with a financial institution subject to a Control Agreement entered into prior to such deposit by Agent and the applicable Grantor with such financial institution and (ii) not establish or maintain any deposit account, securities account or commodities account unless such deposit account, securities account or commodities account is subject to a Control Agreement as provided in this Section, in each case, other than (A) any payroll account so long as such payroll account is a zero balance account, (B) any disbursement account so long as the cash and Cash Equivalents on deposit in such disbursement account shall not exceed $100,000 at any time and (C) cash and Cash Equivalents on deposit in or credited to the balance of withholding tax, trust and other fiduciary accounts; provided, however, that the Grantors shall not be in breach of this Section 7 if the Grantors comply with Section 6(a)(iii) hereof. 8. Agent’s Appointment as Attorney-In-Fact. (a) Each Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon and during the occurrence of an Event of Default, Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives Agent the power and right, on behalf of such Grantor, either in Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following, in each case after and during the occurrence of an Event of Default and after written notice by Agent of its intent to do so: (i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable; (ii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; (iii) execute, in connection with any sale provided for in Section 9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; confidential confidential

-22- #85923267v18 (iv) obtain and adjust insurance maintained by such Grantor or paid to Agent; (v) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to Agent or as Agent shall direct; (vi) ask or demand for, collect and receive payment of and receipt of, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (vii) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (viii) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (ix) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing rights in such Collateral); (x) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as Agent may deem appropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing rights in such Collateral); and (xi) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and do, at Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent’s and Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 8 (a) to the contrary notwithstanding, Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 8 (a) unless an Event of Default shall have occurred and be continuing. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. confidential confidential

-23- #85923267v18 (c) The expenses of Agent incurred in connection with actions undertaken as provided in this Section 8 shall be payable by such Grantor to Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 9. Remedies; Rights Upon Default. (a) In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Secured Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Agent may, upon receipt of an Act of Required Secured Parties, for the benefit of Secured Parties exercise all rights and remedies of a secured party in respect of the Collateral under the Code as enacted in any such jurisdiction in effect at that time. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except such notice as may be specifically required by law and the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith (personally or through its agents or attorneys) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help or otherwise, and may take possession of, collect, receive, assemble, process, appropriate, remove and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. To facilitate the foregoing, Agent shall have the right to use each Grantor’s books and records, to obtain access to each Grantor’s data processing equipment, computer hardware and software and the information contained therein in any manner which Agent deems appropriate. Agent or any Secured Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time or times as Agent deems necessary or advisable with or without notice. Agent shall have the right to conduct such sales on each Grantor’s premises or at its offices or elsewhere as permitted by applicable law and shall have the right to use each Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent will give each Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of reasonable notice conclusively shall be met if such confidential confidential

-24- #85923267v18 notice is mailed, certified mail, postage prepaid, to each Grantor at its address set forth on the signature pages hereto or delivered or otherwise sent to each Grantor, at least ten (10) days before the date of the sale. Each Grantor expressly waives, to the fullest extent permitted by applicable law, any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Agent shall not be obligated to make any sale of the Collateral if it shall determine not to do so regardless of the fact that notice of sale of the Collateral may have been given. Agent may, without notice or publication, except as required by applicable law, adjourn the sale from time to time by announcement at the time and place fixed for sale; and such sale may, without further notice (except as required by applicable law), be made at the time and place to which the same was so adjourned. Notwithstanding any such notice of sale, Agent shall not be obligated to make any sale of Collateral. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Without limiting the foregoing, Agent shall also have the right to require that each Grantor store and keep any Collateral pending further action by Agent, and while Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain Collateral in good condition. Until Agent is able to effect a sale, lease, license or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any sale, lease, license, other disposition of, or any collection, recovery, receipt, or realization on, the Collateral to the Secured Obligations as provided in Section 10 hereof. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Secured Parties arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of Agent or such Secured Party as finally determined by a non-appealable judgment of a court of competent jurisdiction. In connection with any sale, lease, license or other disposition of Collateral, Agent may disclaim any warranties that might arise in connection therewith and Agent shall have no obligation to provide any warranties at such time. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations or to cover reasonable and documented costs and expenses of such sale or disposition. (b) To the extent that applicable law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in confidential confidential

-25- #85923267v18 process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 9 (b) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 9 (b). Without limitation upon the foregoing, nothing contained in this Section 9 (b) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 9 (b). (c) Neither Agent nor any Secured Parties shall be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Neither Agent nor any Secured Parties shall be required to marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Secured Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Agent or any Secured Parties, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Agreement, or otherwise. confidential confidential

-26- #85923267v18 10. Application of Proceeds. Agent shall, subject to the Intercreditor Agreement, promptly apply the proceeds, moneys or balances of any collection or sale of Collateral, as well as any Collateral consisting of cash, as follows: (a) FIRST, to the payment of all reasonable costs and expenses incurred by Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Secured Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by Agent hereunder or under any other Secured Document on behalf of any Grantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Secured Document; (b) SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of the Secured Obligations owed to them on the date of any such distribution); and (c) THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Agent or such officer or be answerable in any way for the misapplication thereof. 11. Grant of License to Use Property. For the purpose of enabling Agent to exercise rights and remedies under Section 9 hereof (including, without limiting the terms of Section 9 hereof, in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, lease, license, assign, give an option or options to purchase or otherwise dispose of Collateral) at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, for the benefit of Agent and Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and an irrevocable license (exercisable without payment of rent or other compensation to such Grantor) to use and occupy all real estate owned or leased by such Grantor. 12. Limitation on Agent’s and Secured Parties’ Duty in Respect of Collateral. Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as Agent deals with similar property for its own account. Agent and each confidential confidential

-27- #85923267v18 Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither Agent nor any Secured Parties shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of Agent or such Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other agent or bailee selected by Agent in good faith. The powers conferred on Agent and Secured Parties hereunder are solely to protect Agent’s and Secured Parties’ interests in the Collateral and shall not impose any duty upon Agent or any Secured Party to exercise any such powers. Subject to the Intercreditor Agreement, the Agent shall have no duty to provide any consent or make any request contemplated hereby unless it shall have received an Act of Required Secured Parties. Agent and Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 13. Additional Secured Obligations. Pursuant to Sections 6.01(t) (with respect to Permitted Pari Passu Refinancing Debt) and 6.01(u), the Borrower may from time to time incur additional debt under any Additional Secured Document entered into from time to time by the Borrower or any of the Guarantors as Additional Secured Obligations for purposes hereof and the other Secured Documents that will rank equally and ratably to the lien upon and security interest in the Collateral granted pursuant to, and subject to the terms and conditions of the other Secured Documents by delivering to Agent a Joinder and Supplement to Guarantee and Collateral Agreement with respect to such Additional Secured Documents substantially in the form of Exhibit D hereto. 14. Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 15. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor confidential confidential

-28- #85923267v18 or Agent that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns. Prior to the discharge of the obligations under the Credit Agreement, the Agent hereunder shall at all times be the same person that is Agent under the Credit Agreement. Written notice of resignation by Agent pursuant to the Credit Agreement shall also constitute notice of resignation as Agent under this Agreement; provided, however, the Agent shall remain in its role hereunder as Agent until a successor is appointed. Upon the acceptance of any appointment as Agent under the Credit Agreement by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent pursuant hereto. Any business entity into which the Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Agent, shall be the successor of the Agent hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto. 16. Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that Agent shall be entitled to indemnification and reimbursement of its expenses incurred hereunder as provided in the Credit Agreement. (b) Without limiting any Grantor’s obligations under this Agreement, the Credit Agreement or the other Secured Documents, each Grantor agrees to promptly pay all reasonable fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with (i) protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral, (ii) creating, perfecting, maintaining and enforcing Agent’s Liens and (iii) collecting, enforcing, retaking, holding, preparing for disposition, processing and disposing of Collateral. 17. Authorized Terminations. (a) Each Grantor shall automatically be released from its obligations hereunder (including with respect to its Guarantee) and the security interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction not prohibited under any Secured Document as a result of which such Grantor ceases to be a Restricted Subsidiary. (b) Upon any sale or other transfer by any Grantor (other than any sale or transfer to another Grantor) of any Collateral that is not prohibited by the Credit Agreement or any other Secured Document, the security interest in such Collateral shall be automatically released and such Collateral sold free and clear of the Lien and security interests created hereby. (c) Following the Discharge of Secured Obligations pursuant to the Secured Documents, or the release pursuant to clause (a) or (b) above, Agent shall promptly, at the expense of the relevant Grantor or Parent, execute and deliver to such Grantor all documents that such Grantor shall reasonably request to evidence such termination or release, including authorization to file termination statements and releases in accordance with Section 9-513(c) of the Code. confidential confidential

-29- #85923267v18 (d) Following the release of Liens pursuant to Section 5.1 of the Intercreditor Agreement, Agent shall promptly, at the expense of the relevant Grantor or Parent, execute and deliver to such Grantor all documents that such Grantor shall reasonably request to evidence such termination or release, including authorization to file termination statements and releases in accordance with Section 9-513(c) of the Code. Any execution and delivery of documents pursuant to this Section 17 shall be without recourse to or warranty by Agent. 18. Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give and serve upon any other party any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be given in the manner, and deemed received, as provided for in the Credit Agreement or other applicable Secured Document. 19. Limitation by Law. All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling, and to be limited to the extent necessary so that they shall not render this Agreement invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law, in each case in whole or in part. 20. Counterparts. This Agreement and any amendments, waivers, consents or supplements may be executed by one or more of the parties to this Agreement in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto. This Agreement may be authenticated by manual signature, facsimile or electronic transmission all of which shall be equally valid. 21. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 22. Waivers; Amendment. (a) No failure or delay by Agent or any Secured Party in exercising any right, power or remedy hereunder or under any other Secured Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of Agent and the Secured Parties hereunder and under the other Secured Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by confidential confidential

-30- #85923267v18 any Secured Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 22, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Agent (acting at the direction of each Secured Debt Representative) and the Grantors with respect to which such waiver, amendment or modification is to apply. (c) [reserved]. (d) Upon the incurrence of Additional Secured Obligations, the holders of such Additional Secured Obligations or the trustee or agent on behalf of such holders shall execute and deliver a Joinder and Supplement to Guarantee and Collateral Agreement substantially in the form of Exhibit D hereto, to provide that the new holders (and/or the trustee or agent for such holders) shall be Additional Secured Parties hereunder, which joinder shall provide for the appointment of Agent as agent for such holder(s) in the form included in Exhibit D hereto. Upon the execution and delivery by such holder(s) (or trustee or agent) and the other parties thereto of the Joinder and Supplement to Guarantee and Collateral Agreement, such holder(s) (or trustee or agent for such holders) shall become Additional Secured Parties hereunder with the same force and effect as if it were originally a party to this Agreement and named as a “Secured Party” herein. The execution and delivery of such Joinder and Supplement to Guarantee and Collateral Agreement shall not require the consent of any other Secured Party hereunder, and the rights and obligations of each Secured Party hereunder shall remain in full force and effect notwithstanding the addition of any new Secured Party as a party to this Agreement. For the purpose of this Section 22 (d), Agent shall be entitled to rely upon an officers’ certificate of the Parent that such Additional Secured Obligations constitute “Permitted Pari Passu Refinancing Debt” pursuant to 6.01(t) or permitted debt pursuant to 6.01(u) of the Credit Agreement and, if applicable, with respect to any Additional Secured Document, that such Additional Secured Obligations are entitled to the benefits of the pledge and grant of security interest contained in this Agreement. 23. Additional Grantors. If, pursuant to the Secured Debt Documents, the Parent shall be required to cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to Agent a Joinder Agreement substantially in the form of Exhibit E hereto and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the date hereof. 24. Headings. Section headings are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purposes or be given substantive effect. 25. Subject to the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Agent pursuant to this Agreement and the exercise of any right or remedy by Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of June 9, 2014 as the same may be amended, supplemented, confidential confidential

-31- #85923267v18 modified or replaced from time to time (the “Intercreditor Agreement”) among Bank of America, N.A., as First Lien Agent, Credit Suisse AG, as Second Lien Collateral Agent, Bank of America, N.A., as Control Agent and the Grantors from time to time a party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern. Compliance by any Grantor with any term of the Intercreditor Agreement shall not result in any breach or other violation of any term of this Agreement. 26. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 26, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 26 shall remain in full force and effect until a Discharge of Secured Obligations. Each Qualified ECP Guarantor intends that this Section 26 constitute, and this Section 26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. [Remainder of Page Intentionally Left Blank] confidential confidential

#85923267v18 EXHIBIT A FORM OF PERFECTION CERTIFICATE Reference is hereby made to (i) that certain Guarantee and Collateral Agreement dated as of June 9, 2014 (as amended supplemented or otherwise modified from time to time, the “Security Agreement”), among Neff Rental LLC, a Delaware limited liability company (the “Borrower”), Neff Holdings LLC, a Delaware limited liability company (“Holdings”), Neff LLC, a Delaware limited liability company (the “Parent”, and together with Holdings and the other parties to the Security Agreement as grantors, the “Grantors”) and Credit Suisse AG, as collateral agent (the “Agent”) and (ii) that certain Second Lien Credit Agreement dated as of June 9, 2014 (as amended supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the other Grantors, the Lenders from time to time party thereto, the Agent and Credit Suisse AG, as Administrative Agent. Capitalized terms used but not defined herein have the meanings provided for in the Security Agreement. As used herein, the term “Companies” means the Borrower and the other Grantors. The undersigned hereby certify to the Agent as follows: 1. Names. (a) The exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a). Each Company is the type of entity disclosed next to its name in Schedule 1(a) and a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is a registered organization, the Federal Taxpayer Identification Number of each Company and the jurisdiction of formation of each Company. (b) Set forth in Schedule 1(b) hereto is any other corporate or organizational names each Company has had in the past five years, together with the date of the relevant change. (c) Set forth in Schedule 1(c) is a list of all other names used by each Company, or any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, on any filings with the Internal Revenue Service at any time during the past five years, together with the date of the relevant change. Except as set forth in Schedule 1(c), no Company has changed its jurisdiction of organization at any time during the past four months. 2. Current Locations. The chief executive office of each Company is located at the address set forth in Schedule 2 hereto. confidential confidential

-2- #85923267v18 3. Extraordinary Transactions. Except for those purchases, acquisitions and other transactions described on Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind. 4. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 4(a) is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of the Parent and its Subsidiaries and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 4(b) is each equity investment of each Company that represents 50% or less of the equity of the entity in which such investment was made. 5. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 5 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Company as of the date hereof having a principal amount in excess of $1.0 million, including all intercompany notes between or among any two or more Companies or any of their Subsidiaries. 6. Intellectual Property. Attached hereto as Schedule 6(a) is a schedule setting forth all of each Company’s Patents, Patent Licenses, Trademarks and Trademark Licenses (each as defined in the Security Agreement) registered with the United States Patent and Trademark Office, and all other Patents, Patent Licenses, Trademarks and Trademark Licenses, including the name of the registered owner and the registration number of each Patent, Patent License, Trademark and Trademark License owned by each Company. Attached hereto as Schedule 6(b) is a schedule setting forth all of each Company’s United States Copyrights and Copyright Licenses (each as defined in the Security Agreement), and all other Copyrights and Copyright Licenses, including the name of the registered owner and the registration number of each Copyright or Copyright License owned by each Company. 7. Commercial Tort Claims. Attached hereto as Schedule 7 is a true and correct list of all Commercial Tort Claims held by each Company, including a brief description thereof, which have a value reasonably believed by the Companies to be, individually or in the aggregate, in excess of $2.0 million. 8. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached hereto as Schedule 8 is a true and complete list of all Deposit Accounts, securities accounts and commodity accounts maintained by each Company, including the name of each institution where each such account is held, the name of each such account and the name of each entity that holds each account. confidential confidential

-3- #85923267v18 9. Letter-of-Credit Rights. Attached hereto as Schedule 9 is a true and correct list of all letters of credit issued in favor of each Company, as beneficiary thereunder having a value in excess of $1.0 million. 10. Motor Vehicles. Attached hereto as Schedule 10 is a true and correct list of all motor vehicles (covered by certificates of title or ownership) which were purchased for over $50,000 as of June 4, 2014 were owned by each Company, and the owner and location of such motor vehicles. confidential confidential

#85923267v18 EXHIBIT B FORM OF PERFECTION CERTIFICATE SUPPLEMENT This Pefection Certificate Supplement is delivered pursuant to Section 5.04(d) of the Credit Agreement (as defined below). Reference is hereby made to (i) that certain Guarantee and Grantors Agreement dated as of June 9, 2014 (as amended supplemented or otherwise modified from time to time, the “Security Agreement”), among Neff Rental LLC, a Delaware limited liability company (the “Borrower”), Neff Holdings LLC, a Delaware limited liability company (“Holdings”), Neff LLC, a Delaware limited liability company (the “Parent”, and together with Holdings and the other parties to the Security Agreement as grantors, the “Guarantors”) and Credit Suisse AG, as collateral agent (the “Agent”) and (ii) that certain Second Lien Credit Agreement dated as of June 9, 2014 (as amended supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the other Guarantors, the Lenders from time to time party thereto, the Agent and Credit Suisse AG, as Administrative Agent. Capitalized terms used but not defined herein have the meanings provided for in the Security Agreement. As used herein, the term “Companies” means the Borrower and the other Guarantors. The undersigned hereby certify to the Agent as follows: 2. Names. (d) The exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a). Each Company is the type of entity disclosed next to its name in Schedule 1(a) and a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is a registered organization, the Federal Taxpayer Identification Number of each Company and the jurisdiction of formation of each Company. (e) Set forth in Schedule 1(b) hereto is any other corporate or organizational names each Company has had in the past five years, together with the date of the relevant change. (f) Set forth in Schedule 1(c) is a list of all other names used by each Company, or any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, on any filings with the Internal Revenue Service at any time during the past five years, together with the date of the relevant change. Except as set forth in Schedule 1(c), no Company has changed its jurisdiction of organization at any time during the past four months. confidential confidential

-2- #85923267v18 11. Current Locations. The chief executive office of each Company is located at the address set forth in Schedule 2 hereto. 12. Extraordinary Transactions. Except for those purchases, acquisitions and other transactions described on Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind. 13. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 4(a) is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of the Parent and its Subsidiaries and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 4(b) is each equity investment of each Company that represents 50% or less of the equity of the entity in which such investment was made. 14. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 5 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Company as of the date hereof having a principal amount in excess of $1.0 million, including all intercompany notes between or among any two or more Companies or any of their Subsidiaries. 15. Intellectual Property. Attached hereto as Schedule 6(a) is a schedule setting forth all of each Company’s Patents, Patent Licenses, Trademarks and Trademark Licenses (each as defined in the Security Agreement) registered with the United States Patent and Trademark Office, and all other Patents, Patent Licenses, Trademarks and Trademark Licenses, including the name of the registered owner and the registration number of each Patent, Patent License, Trademark and Trademark License owned by each Company. Attached hereto as Schedule 6(b) is a schedule setting forth all of each Company’s United States Copyrights and Copyright Licenses (each as defined in the Security Agreement), and all other Copyrights and Copyright Licenses, including the name of the registered owner and the registration number of each Copyright or Copyright License owned by each Company. 16. Commercial Tort Claims. Attached hereto as Schedule 7 is a true and correct list of all Commercial Tort Claims held by each Company, including a brief description thereof, which have a value reasonably believed by the Companies to be, individually or in the aggregate, in excess of $2.0 million. 17. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached hereto as Schedule 8 is a true and complete list of all Deposit Accounts, securities accounts and commodity accounts maintained by each Company, including the name of each institution where each such account is held, the name of each such account and the name of each entity that holds each account. confidential confidential

-3- #85923267v18 18. Letter-of-Credit Rights. Attached hereto as Schedule 9 is a true and correct list of all letters of credit issued in favor of each Company, as beneficiary thereunder having a value in excess of $1.0 million. 19. Motor Vehicles. Attached hereto as Schedule 10 is a true and correct list of all motor vehicles (covered by certificates of title or ownership) which were purchased for over $50,000 and currently owned by each Company, and the owner and location of such motor vehicles. confidential confidential

#85923267v18 EXHIBIT C FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (together with all amendments, if any, from time to time, this “Intellectual Property Security Agreement”), dated as [.], is made by EACH OF THE GRANTORS LISTED ON THE SIGNATURE PAGES HERETO AND EACH ADDITIONAL PARTY WHICH BECOMES A GRANTOR HERETO PURSUANT TO SECTION 8 HEREOF (collectively, “Grantors” and each, a “Grantor”), in favor of CREDIT SUISSE AG, in its capacity as Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, if any, the “Agent”) W I T N E S S E T H: WHEREAS, pursuant to that certain Second Lien Credit Agreement (the “Credit Agreement”), dated as of June 9, 2014, among NEFF RENTAL LLC, a Delaware limited liability company (the “Borrower”), NEFF LLC, a Delaware limited liability company (the “Parent”), NEFF HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Lenders and CREDIT SUISSE AG (“Credit Suisse”), as Agent and as Administrative Agent; and WHEREAS, it is a condition precedent to making the Loans to the Borrower that each Grantor shall have executed and delivered to the Agent the Guarantee and Collateral Agreement, dated as of June 9, 2014, among the Borrower, the Grantors, the Guarantors and the Agent, pursuant to which each Grantor pledged a security interest in all its Collateral for the benefit of the Agent and the other Secured Parties; WHEREAS, Grantors directly or indirectly benefit from the Loans to the Borrower under the Credit Agreement and to induce the Lenders to make the Loans, Grantors desire to grant a continuing Lien to the Agent on the Intellectual Property Collateral, for the benefit of the Agent and the other Secured Parties, to secure all of the Secured Obligations; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. DEFINED TERMS. All capitalized terms used (including in the Recitals hereto) but not otherwise defined herein have the meanings given to them in the Guarantee and Collateral Agreement. 2. GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. (a) To secure the prompt and complete payment, performance and observance of all the Secured Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Agent, for itself and the benefit of the Secured Parties, a continuing first priority security interest in and Lien upon all of its right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of such Grantor and whether owned or consigned by or to, or licensed from or to, such Grantor (collectively, the “Intellectual Property Collateral”): confidential confidential

-2- #85923267v18 (i) [all of its Patents and Patent Licenses to which it is a party including those referred to on Schedule I hereto;] (ii) [all of its Trademarks (except by law those which cannot be assigned and other than intent to use trademarks (ITUs) until such time as a statement of use is filed;] (iii) [all of its Copyrights and Copyright Licenses to which it is a party including those referred to on Schedule I hereto;] (iv) all reissues, continuations or extensions of the foregoing; (v) all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (A) infringement or dilution of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (D) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (E) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (F) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License. (b) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce the Lenders as aforesaid, each Grantor hereby grants to Agent, for itself and the benefit of Secured Parties, a right of setoff, against the property of such Grantor held by Agent or any other Secured Party, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Agent or any other Secured Party, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power. 3. REPRESENTATIONS AND WARRANTIES. Each Grantor, jointly and severally, represents and warrants, as of the date hereof, that (a) each Patent, (b) each Trademark that is registered or pending registration with the US Patent and Trademark Office, (c) each Copyright that is registered or pending registration with the US Copyright Office, (d) material unregistered trademarks, service marks and trade names, (e) material unregistered copyrights, (f) computer software (other than commercially available off-the-shelf software purchased or licensed for less than a total cost of $500,000 in the aggregate); and (g) each License, is set forth on the schedules hereto. This Intellectual Property Security Agreement is effective to create a valid and continuing Lien on and, upon the filing hereof with the United States Patent and Trademark Office and the United States Copyright Office, as applicable and the filing of appropriate financing statements with the filing offices on Schedule 3.19 to the Credit Agreement, perfected security interests in favor of Agent in all of Grantors’ Patents, Trademarks and Copyrights and such perfected security interests are enforceable as such as against any and all creditors of, and purchasers from, Grantors. Upon filing of this Intellectual Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable confidential confidential

-3- #85923267v18 and the filing of appropriate financing statements with the filing offices on Schedule 3.19 to the Credit Agreement, all action necessary or otherwise requested by Agent to protect and perfect Agent’s Lien on Grantor’s Patents, Trademarks and Copyrights shall have been duly taken. In addition to any representations and warranties contained herein, each Grantor hereby acknowledges and affirms the representations and warranties made to Agent with respect to the Intellectual Property Collateral made in the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 4. COVENANTS; GUARANTEE AND COLLATERAL AGREEMENT. The security interests granted pursuant to this Intellectual Property Security Agreement are granted in conjunction with the security interests granted to Agent pursuant to the Guarantee and Collateral Agreement. In addition to the covenants contained herein, each Grantor hereby acknowledges and affirms the covenants of such Grantor with respect to the Intellectual Property Collateral in the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated herein as if fully set forth herein. In addition, each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Intellectual Property Collateral made and granted hereby are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 5. REINSTATEMENT. This Intellectual Property Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor or other Loan Party for liquidation or reorganization, should any Grantor or other Loan Party become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s or other Loan Party’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 6. NOTICES. Whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon another any such communication with respect to this Intellectual Property Security Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be addressed to the party to be notified at the address set forth in Section 18 of the Security Agreement. 7. ADDITIONAL GRANTORS. The initial Grantors hereunder are the Credit Agreement Parties as are signatories hereto on the date hereof. From time to time subseconfidential confidential

-4- #85923267v18 quent to the date hereof, additional Credit Agreement Parties may become parties hereto, as additional Grantors (each, an “Additional Grantor”), by executing a counterpart of this Intellectual Property Security Agreement substantially in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to Agent, notice of which is hereby waived by the Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder nor by any election of Agent not to cause any Loan Party or any other Person to become an Additional Grantor hereunder. This Intellectual Property Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. 8. TERMINATION OF THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT. Subject to Section 5 hereof, this Intellectual Property Security Agreement shall terminate upon the Discharge of Secured Obligations. 9. NO STRICT CONSTRUCTION. The parties hereto have participated jointly in the negotiation and drafting of this Intellectual Property Security Agreement. In the event an ambiguity or question of intent or interpretation arises, this Intellectual Property Security Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Intellectual Property Security Agreement. 10. ADVICE OF COUNSEL. Each of the parties represents to each other party hereto that it has discussed this Intellectual Property Security Agreement with its counsel. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] confidential confidential

#85923267v18 IN WITNESS WHEREOF, each Grantor has caused this Intellectual Property Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. GRANTORS [GRANTOR] By: Name: Title: Acknowledged and Agreed CREDIT SUISSE AG, Cayman Islands Branch, as Agent By: Name: Title: By: Name: Title: confidential confidential

#85923267v18 SCHEDULE I to INTELLECTUAL PROPERTY SECURITY AGREEMENT I. TRADEMARK REGISTRATIONS Grantor Mark Reg. No. Date II. TRADEMARK APPLICATIONS Grantor Mark Application No. Date III. TRADEMARK LICENSES Grantor Name of Agreement Date of Agreement Parties confidential confidential

#85923267v8 #85923267v18 EXHIBIT A COUNTERPART TO INTELLECTUAL PROPERTY SECURITY AGREEMENT This counterpart, dated _________ is delivered pursuant to Section 7 of that certain Intellectual Property Security Agreement dated as of [.] (as from time to time amended, modified or supplemented, the “IP Security Agreement”; the terms defined therein and not otherwise defined herein being used as therein defined), among [__________________], as Grantor[ s] and Credit Suisse AG, as Agent. The undersigned hereby agrees (i) that this counterpart may be attached to the IP Security Agreement, and (ii) that the undersigned will comply with and be subject to, including representations and warranties, all the terms and conditions of the IP Security Agreement as if it were an original signatory thereto. [NAME OF ADDITIONAL GRANTOR] By:______________________________ Name: Title: confidential confidential

#85923267v18 EXHIBIT D FORM OF JOINDER AND SUPPLEMENT to GUARANTEE AND COLLATERAL AGREEMENT Reference is made to that certain Guarantee and Collateral Agreement, dated as of June 9, 2014 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among NEFF RENTAL LLC, a Delaware limited liability company (the “Borrower”), NEFF HOLDINGS LLC, a Delaware limited liability company (“Holdings”), NEFF LLC, a Delaware limited liability company (the “Parent,” and together with Holdings, the “Guarantors”), and each other Person which becomes party hereto as Grantor pursuant to Section 23 of the Guarantee and Collateral Agreement (such Persons, together with the Borrower, Holdings and Parent, collectively, the “Grantors” and each, a “Grantor”), and CREDIT SUISSE AG, in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities, together with its successors and assigns in such capacities, if any, the “Agent”). This Joinder and Supplement to Guarantee and Collateral Agreement (this “Agreement”), dated as of [_________] (the “Effective Date”), is entered into among (i) [_________], as agent or trustee (the “New Agent”) under that certain [________] (the “New Additional Secured Document”), dated as of the date hereof, among [Secured Parties], (ii) the Grantors and (iii) the Agent, pursuant to Section 22(d) of the Guarantee and Collateral Agreement. The lien and security interest granted by the Grantors to secure the obligations of the Grantors under the New Additional Secured Document (the “New Secured Obligations”) will rank equally and ratably to the lien upon and security interests in the Collateral that secures the other Secured Obligations. On and after the Effective Date, the New Secured Obligations constitute “Additional Secured Obligations” under the Guarantee and Collateral Agreement. The parties to this Agreement hereby agree as follows: A. All [“Obligations” under (and as defined in)][obligations under] the New Additional Secured Document shall constitute “Additional Secured Obligations” and “Secured Obligations” for all purposes of the Guarantee and Collateral Agreement. The [New Additional Secured Document] shall constitute an “Additional Secured Document” for all purposes of the Guarantee and Collateral Agreement. B. Without limiting clause (A) above, any and all principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable by each of the Grantors to the holders of the New Secured Obligations under the documentation entered into in connection with the New Secured Obligations as they may exist from time to time shall constitute “Additional Secured Obligations” and “Secured Obligations” for all purposes of the Guarantee and Collateral Agreement. confidential confidential

#85923267v18 C. The holders of the New Secured Obligations and the New Agent (collectively, the “Additional Secured Parties”) shall constitute “Additional Secured Parties” and “Secured Parties” for all purposes of the Guarantee and Collateral Agreement. D. Each reference to an “Event of Default” contained in the Security Agreement shall be deemed to be a reference to either an “Event of Default” under (and as defined in) the existing Credit Agreement or an “Event of Default” under (and as defined in) the New Additional Secured Document or any other Secured Document. E. Each Grantor hereby confirms that (i) the New Secured Obligations are permitted to be incurred under the Credit Agreement and, if applicable, with respect to any Additional Secured Document, (ii) the New Secured Obligations are entitled to the benefits of the pledge and grant of security interest contained in the Guarantee and Collateral Agreement (it being understood that such pledge and security interest shall secure all New Secured Obligations) and (iii) the Guarantee and Collateral Agreement is, and shall continue to be, in full force and effect and is ratified and confirmed in all respects. Each Grantor ratifies and confirms that all liens granted, conveyed, or assigned to the Agent pursuant to Guarantee and Collateral Agreement remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Secured Obligations as increased hereby. F. The Agent confirms that it is willing to act and, on and after the Effective Date, will act, as “Agent” under the Guarantee and Collateral Agreement on behalf of the Additional Secured Parties on the same terms and conditions under which it acts on behalf of the Secured Parties (as such term is defined prior to the Effective Date) under the Guarantee and Collateral Agreement. G. This Agreement shall be construed in accordance with and governed by the laws of the State of New York. H. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. I. Notwithstanding anything herein or in the Guarantee and Collateral Agreement to the contrary, (i) the liens and security interests granted to the Agent pursuant to the Guarantee and Collateral Agreement (as modified by this Agreement) are, in accordance with the Intercreditor Agreement, expressly subject and subordinate to the liens and security interests granted to (a) Bank of America, N.A., as agent (and its permitted successors), pursuant to the Guarantee and Collateral Agreement dated as of October 1, 2010 (as amended, restated, supplemented or otherwise modified from time to time), by and among Parent, Holdings, the other Borrower party to the Revolving Credit Facility on the date thereof and Bank of America, N.A., as agent for the “Secured Parties” thereunder, or (b) any agent or trustee for any other First Lien Claimholders (as defined in the Intercreditor Agreement), and (ii) the exercise of any right or remedy by the Agent hereunder or under the Guarantee and Collateral Agreement is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of the Guarantee and Collateral confidential confidential

#85923267v18 Agreement (as modified by this Agreement), the terms of the Intercreditor Agreement shall govern. [SIGNATURE PAGES FOLLOW] confidential confidential

[Signature Page to Joinder and Supplement to Security Agreement] #85923267v18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. [NEW AGENT], By: ________________________________ Name: Title: CREDIT SUISSE AG, Cayman Islands Branch, as Agent By: ________________________________ Name: Title: By: ________________________________ Name: Title: confidential confidential

#85923267v18 NEFF RENTAL LLC, By: _____________________________________ Name: Title: NEFF HOLDINGS LLC By: _____________________________________ Name: Title: NEFF LLC By: _____________________________________ Name: Title: confidential confidential

#85923267v18 EXHIBIT E FORM OF JOINDER AGREEMENT JOINDER AGREEMENT (this “Agreement”) dated as of ________, 20__ is by and among ___________, a ________ [corporation] [limited liability company] (the “Additional Grantor”) and CREDIT SUISSE AG, in its capacity as Agent for the Secured Parties under the Guarantee and Collateral Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Guarantee and Collateral Agreement. Pursuant to that certain Guarantee and Collateral Agreement, dated as of June 9, 2014 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among NEFF RENTAL LLC, a Delaware limited liability company (the “Borrower”), NEFF HOLDINGS LLC, a Delaware limited liability company (“Holdings”), NEFF LLC, a Delaware limited liability company (the “Parent,” and together with Holdings, the “Guarantors”), and each other Person which becomes party hereto as Grantor pursuant to Section 23 of the Guarantee and Collateral Agreement (such Persons, together with the Borrower, Holdings and Parent, collectively, the “Grantors” and each, a “Grantor”), and CREDIT SUISSE AG, in its capacity as administrative agent and collateral agent for the Secured Parties (in such capacities, together with its successors and assigns in such capacities, if any, the “Agent”), the Grantors are required by Section 23 of the Guarantee and Collateral Agreement to cause the Additional Grantor to become a Grantor thereunder. Accordingly, the Additional Grantor hereby agrees as follows with the Agent, for the benefit of the Secured Parties, that: 1. The Additional Grantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Additional Grantor will be deemed to be a party to the Guarantee and Collateral Agreement and the Intercreditor Agreement and a Grantor (as defined in the Guarantee and Collateral Agreement) for all purposes of the Guarantee and Collateral Agreement and the other Secured Documents, and shall have all the obligations of a Grantor thereunder as if it had executed the Guarantee and Collateral Agreement. The Additional Grantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Guarantee and Collateral Agreement. Without limiting generality of the foregoing terms of this paragraph 1, the Additional Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Agent, for itself and the benefit of the Secured Parties, a Lien upon all of its right, title and interest in, to and under all of the Collateral (as defined in the Guarantee and Collateral Agreement) of such Additional Grantor, whether owned or consigned by or to, or leased from or to, such Additional Grantor, and regardless of where located, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations. 2. The Additional Grantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Additional Grantor will be deemed to be a party to the Pledge Agreement and a Pledgor (as defined in the Pledge Agreement) for all purposes of the Pledge Agreement, the other Loan Documents, and shall have all the obligations of a Pledgor thereunder as if it had executed the Pledge Agreement. The Additional Grantor hereby ratifies, as of the confidential confidential

#85923267v18 date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Pledge Agreement. Without limiting generality of the foregoing terms of this paragraph 2, the Additional Grantor hereby grants and pledges to Agent, for itself and the benefit of the Secured Parties, a security interest in the Pledged Collateral (as defined in the Pledge Agreement) of the Additional Grantor identified on Schedule 1 hereto and all other Pledged Collateral of the Additional Grantor to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations. 4. The Additional Grantor hereby represents and warrants to the Agent that: (a) As of the date hereof the attached Schedules set forth the information required by the Perfection Certificate with respect to the Additional Grantor. (b) Schedule [.] hereto includes all warehouses, consignees and processors with whom Inventory is stored or located and other premises where Collateral is stored or located. 5. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. 6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. confidential confidential

#85923267v18 IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL GRANTOR] By: ____________________ Name: Title: Acknowledged and accepted as of the date first written above: CREDIT SUISSE AG, Cayman Islands Branch, as Agent for the benefit of itself and the other Secured Parties By: _________________________ Name: Title: By: _________________________ Name: Title: confidential confidential

EXHIBIT D-2 #85941052v7 EXHIBIT D-2 FORM OF PLEDGE AGREEMENT [See attached] confidential confidential

#85923246v7 EXECUTION VERSION PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of June 9, 2014 (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) between NEFF HOLDINGS LLC, a Delaware limited liability company (“Holdings”) and NEFF LLC, a Delaware limited liability company (“Parent”) and each other Person which becomes party hereto as Pledgor (such Persons, together with Holdings and Parent collectively, the “Pledgors” and each, a “Pledgor”), and CREDIT SUISSE AG in its capacity as collateral agent for Secured Parties (in such capacity, the “Agent”). W I T N E S S E T H: WHEREAS, Holdings, Parent, Neff Rental LLC (the “Borrower”), Credit Suisse AG, as collateral agent and administrative agent, and the lenders party thereto have entered into the Second Lien Credit Agreement, dated as of the date hereof (as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”); WHEREAS, Holdings, Parent, Borrower, each of the other Persons named therein as Grantors and Credit Suisse AG, as collateral agent and administrative agent, have entered into the Guarantee and Collateral Agreement, dated as of the date hereof (as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Security Agreement); WHEREAS, it is a condition under the Credit Agreement that each Pledgor shall have executed and delivered this Agreement to the Agent for the ratable benefit of Secured Parties; WHEREAS, each Pledgor is the record and beneficial owner of the shares of Capital Stock listed in Part A of Schedule I hereto and the owner of the promissory notes and Instruments listed in Part B of Schedule I hereto; WHEREAS, each Pledgor benefits from the borrowing of the Loans under the Credit Agreement; WHEREAS, in order to induce the Lenders to make the Loans, each Pledgor has agreed to pledge the Pledged Collateral to the Agent in accordance herewith; and NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, each Pledgor hereby agrees with the Agent, for the benefit of Secured Parties, as follows: confidential confidential

2 #85923246v7 Section 1. Definitions. Unless otherwise defined herein, terms defined in the Security Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined): “Capital Stock” of any Person means any and all shares of, rights to purchase, warrants or options for, or other equivalents of or interests (including limited liability company interests) in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. “Pledged Collateral” has the meaning specified in Section 2. “Pledged Entity” means an issuer of Pledged Shares or any Wholly Owned Subsidiary of Holdings but excluding each Unrestricted Subsidiary unless the Revolving Credit Facility is secured by a Lien on the equity interests in such Unrestricted Subsidiary. “Pledged Indebtedness” means the Indebtedness (as defined in the Credit Agreement) listed on Part B of Schedule I hereto. “Pledged Shares” means the Capital Stock listed on Part A of Schedule I hereto. “Preferred Stock” as applied to the Capital Stock of any corporation means Capital Stock of any class or classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. “Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or confidential confidential

3 #85923246v7 controlled, directly or indirectly, by (i) such Person or (ii) one or more Subsidiaries of such Person. “Wholly-Owned Subsidiary” of any Person means a Subsidiary, all of the Capital Stock or other equity interests of which is owned by such Person or one or more other Wholly-Owned Subsidiaries of such Person. Section 2. Pledge. Each Pledgor hereby pledges to Agent for itself and the benefit of Secured Parties, and grants to Agent for the benefit of Secured Parties, a security interest in all of the following (collectively, the “Pledged Collateral”): (a) the Pledged Shares and the certificates representing the Pledged Shares, and all dividends, distributions, cash, Instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) any additional Capital Stock of a Pledged Entity from time to time acquired by each Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional Capital Stock, and all dividends, distributions, cash, Instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Capital Stock; (c) the Pledged Indebtedness and the promissory notes or Instruments evidencing the Pledged Indebtedness, and all interest, cash, Instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and (d) all additional Indebtedness arising after the date hereof and owing to each Pledgor, together with any promissory notes and Instruments evidencing such Indebtedness, and all interest, cash, Instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of that Pledged Indebtedness; provided that Pledged Collateral shall not include any Excluded Property. Section 3. Security for Obligations. This Agreement secures, and the Pledged Collateral is security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise of all Secured Obligations (including, for the avoidance of doubt, all Additional Secured Obligations). Section 4. Delivery of Pledged Collateral. All certificates and all promissory notes and Instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Perfection Agent, for itself and the benefit of Secured Parties, pursuant hereto. All Pledged Shares shall be accompanied by duly executed stock powers or other instruments of transfer or confidential confidential

4 #85923246v7 assignment in blank and all promissory notes or other Instruments evidencing the Pledged Indebtedness shall be endorsed by the applicable Pledgor or accompanied by a duly executed instrument of transfer or assignment in blank. Section 5. Representations and Warranties. Each Pledgor represents and warrants to Agent that as of the date hereof: (a) Each Pledgor is, and at the time of delivery of the Pledged Shares to the Perfection Agent will be, the sole holder of record and the beneficial owner of such Pledged Shares pledged by such Pledgor free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement or the Security Agreement and Permitted Liens (as defined in the Credit Agreement); each Pledgor is and at the time of delivery of the Pledged Indebtedness to the Perfection Agent will be, the sole owner of such Pledged Collateral free and clear of any Lien thereon or affecting title thereto, except for (i) any Lien created by this Agreement, (ii) the Security Agreement and (iii) the other Permitted Liens; (b) All of the Pledged Shares have been duly authorized, validly issued and are fully paid and non-assessable (except to the extent set forth in the organizational documents of the applicable Pledged Entity); (c) None of the Pledged Shares or Pledged Indebtedness has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; (d) All of the Pledged Shares are presently owned by each Pledgor, and are presently represented by the certificates listed on Part A of Schedule I hereto and constitute all of the issued and outstanding shares of all classes of stock owned by the relevant Pledgor. As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares (except to the extent set forth in the organizational documents of the applicable Pledged Entity); (e) No consent, approval, authorization or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person, that has not been made or obtained, is required (i) for the pledge by any Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by any Pledgor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally and except as set forth in the Intercreditor Agreement; (f) The Pledged Shares constitute 100% of the issued and outstanding shares of Capital Stock of each Pledged Entity that is a Domestic Subsidiary (as defined in the Credit Agreement) of a Pledgor; and confidential confidential

5 #85923246v7 The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement. Section 6. Covenants. Each Pledgor covenants and agrees that until (a) the Discharge of Secured Obligations or (b) as to any Pledgor, the date upon which all Pledged Shares owned by such Pledgor shall have been sold or otherwise disposed of in accordance with each Secured Document: (a) Without the prior written consent of Agent, such Pledgor will not (i) sell, assign, transfer, pledge the Pledged Collateral (except pursuant to a transaction permitted by the Secured Documents) or (ii) otherwise encumber any of its rights in or to the Pledged Collateral (except for Liens permitted under the Secured Documents), or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the Secured Documents; (b) Upon the written request of Agent, each Pledgor will, at its expense, promptly execute and deliver all such further instruments and take all such further actions as Agent from time to time may reasonably request in order to ensure to Agent and Secured Parties the security interests to the Pledged Collateral granted hereby are perfected, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of each Pledgor; and (c) Each Pledgor will, upon obtaining ownership of any additional Capital Stock or promissory notes or Instruments of a Pledged Entity or any Capital Stock or promissory notes or Instruments otherwise required to be pledged to Agent pursuant to any of the Secured Documents, which Capital Stock, notes or Instruments are not already Pledged Collateral on the date hereof, promptly deliver to Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Capital Stock, notes or Instruments, pursuant to which such Pledgor shall pledge to Agent all of such additional Capital Stock, notes and Instruments. Each Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Perfection Agent shall for all purposes hereunder be considered Pledged Collateral (however such Pledged Shares and Pledged Indebtedness shall constitute Pledged Collateral even if no Pledge Amendment is delivered). (d) In the case of each Pledgor which is an issuer of Pledged Collateral, such Pledgor agrees that after and during the continuance of an Event of Default it will comply with instructions of the Agent with respect to the Capital Stock of such issuer without further consent by the applicable Pledgor. Section 7. Pledgor’s Rights. As long as no Event of Default shall have occurred and be continuing and until written notice shall be given by Agent to the confidential confidential

6 #85923246v7 relevant Pledgor(s) of its intent to exercise its corresponding rights in accordance with Section 8(a) hereof: (a) (i) Each Pledgor shall be entitled to vote, give consents and have all other consensual rights with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Secured Document; (ii) Agent shall execute and deliver (or cause to be executed and delivered) to the relevant Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to clause (i) above; and (b) (i) As long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled, from time to time, to collect, receive and retain for its own use, free and clear of the Lien created by this Agreement, any and all cash dividends, distributions, principal and interest paid in respect of the Pledged Shares or Pledged Indebtedness to the extent permitted by the Secured Documents; and (ii) upon the occurrence and during the continuance of an Event of Default, all dividends and interest and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Perfection Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary indorsement). Section 8. Defaults And Remedies; Proxy. (a) Upon the occurrence of an Event of Default and during the continuation of such Event of Default, and concurrently with written notice by Agent to each Pledgor, Agent (personally or through an agent or designee) is hereby authorized and empowered (1) to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, (2) to exchange certificates or Instruments representing or evidencing Pledged Collateral for certificates or Instruments of smaller or larger denominations, (3) to exercise the voting and all other rights as a holder with respect thereto, (4) to collect and receive all cash dividends, interest, principal and other distributions made thereon and (5) to sell in one or more sales after ten (10) days’ notice to each Pledgor of the time and place of any public sale or of the time at which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise act with respect to the Pledged Collateral as though Agent was the outright owner thereof. Any sale shall be made at a public or private sale at Agent’s place of confidential confidential

7 #85923246v7 business, or at any place to be named in the notice of sale, either for cash or upon credit or for future delivery at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Pledged Collateral. Agent or any other Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold, to the extent permitted by law, and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, and Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Secured Obligations. Each sale shall be made to the highest bidder, but Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO VOTE THE PLEDGED SHARES AS PROVIDED HEREIN, WITH FULL POWER OF SUBSTITUTION TO DO SO AND THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO. (b) If, at the original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the highest bid, if there be but one sale, shall be inadequate to discharge in full all the Secured Obligations (other than unasserted contingent indemnification obligations), or if the Pledged Collateral be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would indicate to Agent, in its discretion, that the proceeds of the sales of the whole of the Pledged Collateral would be unlikely to be sufficient to discharge all the Secured Obligations (other than unasserted contingent indemnification obligations), Agent may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or after the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; confidential confidential

8 #85923246v7 provided, however, that any sale or sales made after such postponement shall be after ten (10) days’ notice to the Pledgors. (c) Agent shall apply the proceeds of any collection or sale of the Pledged Collateral at any time after receipt as provided in Section 10 of the Security Agreement. (d) Each Pledgor agrees to the maximum extent permitted by applicable law that following the occurrence and during the continuance of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and each Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Each Pledgor agrees that it will not interfere with any right, power and remedy of Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by Agent of any one or more of such rights, powers or remedies. No failure or delay on the part of Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon each Pledgor by Agent with respect to any such remedies shall operate as a waiver thereof, or limit or impair Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against any Pledgor in any respect. Section 9. Intentionally Omitted. Section 10. Termination; Release. Immediately following the Discharge of Secured Obligations or any sale of any Pledged Collateral to a third party other than a Loan Party in accordance with the Secured Documents, the applicable Pledged Collateral shall be released and Agent shall promptly deliver to each Pledgor such Pledged Collateral pledged by each Pledgor at the time subject to this Agreement and all instruments of assignment executed in connection therewith, free and clear of the Liens hereof and, except as otherwise provided herein, all of each Pledgor’s obligations hereunder with respect to any such sold Pledged Collateral or, following the Discharge of Secured Obligations, all Pledged Collateral shall at such time terminate. Any release or return of Pledged Collateral or execution and delivery of any other document pursuant to this Section 10 shall be without recourse to or warranty by Agent. Section 11. Lien Absolute. All rights of Agent hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, any other Secured Document or any other agreement or Instrument governing or evidencing any Secured Obligations; confidential confidential

9 #85923246v7 (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Secured Document or any other agreement or Instrument governing or evidencing any Secured Obligations; (c) any exchange, release or non perfection of any other Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations; (d) the insolvency of any Loan Party; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Pledgor. Section 12. Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Pledgor or any Pledged Entity for liquidation or reorganization, should each Pledgor or any Pledged Entity become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any Pledgor’s or any Pledged Entity’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Section 13. Miscellaneous. (a) The Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to advice of counsel concerning all matters pertaining to its duties hereunder and shall have no liability for any action taken in good faith in accordance with such advice. Without limiting the foregoing, in performing all of its duties or obligations hereunder, the Agent shall be entitled to the same rights, indemnities, protections and immunities as it is entitled to under the Security Agreement or as the Administrative Agent is entitled to under the Credit Agreement, including, without limitation, Articles 8 and 9 thereof, all of which are hereby incorporated by reference as if fully set forth herein but with applicable changes to refer to the Agent. (b) Each Pledgor agrees to promptly (and in any event no less than on a monthly basis, ten (10) Business Days after submission of invoices documenting out-of-pocket expenses) pay all reasonable and documented out-of-pocket confidential confidential

10 #85923246v7 expenses incurred by the Agent in connection with any matters contemplated by or arising out of this Agreement. (c) Neither Agent, nor any of its respective officers, directors, employees, agents or counsel shall be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence, willful misconduct or bad faith as finally determined by a court of competent jurisdiction. (d) THIS AGREEMENT SHALL BE BINDING UPON EACH PLEDGOR AND ITS SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF EACH PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND, SUBJECT TO THE TERMS OF THE SECURITY AGREEMENT, NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND EACH PLEDGOR. Section 14. Severability. If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law in any jurisdiction, as to such jurisdiction, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid, and such invalidity shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. Section 15. Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give and serve upon any other party any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be given in the manner, and deemed received, as provided for in Section 18 of the Security Agreement. Section 16. Section Titles. The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. confidential confidential

11 #85923246v7 Section 17. Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), which shall, collectively and separately, constitute one agreement. Section 18. Authorization. Each Pledgor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that contain information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment. Each Pledgor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. Section 19. Additional Pledgors. If, pursuant to the Secured Documents, Parent shall be required to cause any Subsidiary that is not a Pledgor to become a Pledgor hereunder, such Subsidiary shall execute and deliver to Agent a Joinder Agreement substantially in the form of Exhibit E to the Security Agreement and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Pledgor party hereto on the Issue Date. Section 20. Subject to the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Agent pursuant to this Agreement and the exercise of any right or remedy by Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of June 9, 2014 as the same may be amended, supplemented, modified or replaced from time to time (the “Intercreditor Agreement”) among Bank of America, N.A., as First Lien Agent, Credit Suisse, AG, as Second Lien Collateral Agent, Bank of America, N.A., as Control Agent and the Grantors from time to time a party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern. Compliance by any Pledgor with any term of the Intercreditor Agreement shall not result in any breach or other violation of any term of this Agreement. confidential confidential

EXHIBIT E #85941052v7 EXHIBIT E COMPLIANCE CERTIFICATE NEFF LLC ***Attachments 2 (Consolidated EBITDA), 3 (Excess Cash Flow) and 4 (Available Amount) are PRIVATE ONLY*** Date: ________, _______. This Compliance and Pricing Certificate (this “Certificate”) is given by NEFF HOLDINGS LLC (“Holdings”) pursuant to Section 5.04(d) of that certain Second Lien Credit Agreement, dated as of June 9, 2014, among Neff Rental LLC, as Borrower, Neff LLC, Holdings, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent for the Lenders (the “Administrative Agent”) and the other Secured Parties (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Loan Parties. By executing this Certificate such officer hereby certifies to Administrative Agent and Lenders that: a) I am the duly elected Chief Financial Officer of Holdings. b) the financial statements required to be delivered with this Certificate pursuant to Section [5.04(a) or 5.04(b)] of the Credit Agreement are attached as Attachment 1 hereto [and fairly present in all material respects the results of operations and financial condition of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (except that quarterly financial statements do not include footnote disclosures or any consolidating statement and are subject to year-end adjustment)]19; c) [no Event of Default or, to my knowledge, no Default has occurred] [if an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto]; 19 At Borrower’s option, to be included with a Certificate delivered with financial statements required by Section 5.04(b). confidential confidential

EXHIBIT E 15 #85941052v7 d) [(1) attached as Attachment 2 hereto is the calculation of Consolidated EBITDA; (2) attached as Attachment 3 hereto is the calculation of Excess Cash Flow] 20 and (3) attached as Attachment 4 hereto is the calculation of the Available Amount; and the application of amounts thereof, if any, during the period covered by the financial statements delivered with this Certificate; e) [attached as Attachment 5 hereto is a Perfection Certificate Supplement] [there have been no changes to the information provided in the Perfection Certificate dated as of [ ]].21 IN WITNESS WHEREOF, Holdings has caused this Certificate to be executed by____________________ this ____ day of _______, _____. NEFF HOLDINGS LLC By: Name: Title: 20 To be included with a Certificate delivered with financial statements required by Section 5.04(a). 21 To be included with a Certificate delivered with financial statements required by Section 5.04(a). confidential confidential

EXHIBIT E 16 #85941052v7 Attachment 1 [Financial statements, including “management discussion and analysis, attached] confidential confidential

EXHIBIT E 17 #85941052v7 Attachment 2 The information described herein is as of ______, 20__, and pertains to the period from _________, 20__ to ________ , 20__ (such ending date the “Statement Date” and such period the “Subject Period”). Consolidated EBITDA for Subject Period: Consolidated Net Income for Subject Period: $______ a. Plus (without duplication), to the extent deducted in determining Consolidated Net Income: i Consolidated Interest Expense for Subject Period: $______ ii any provision for taxes based on income, capital or profits, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during Subject Period (including Permitted Tax Distributions): $______ iii depreciation for Subject Period: $______ iv amortization expense for Subject Period: $______ v (A) reasonable and customary fees and expenses in connection with the Transactions and the 2013 Notes Transactions (as defined in the Revolving Credit Facility) including any payment of fees under the Fee Letters (as defined in the Revolving Credit Facility) and any consent payments paid in connection with the Consent Solicitation (as defined in the Revolving Credit Facility) for Subject Period: $______ (B) incentive bonuses and other compensation, if any, paid or payable to employees and/or to members of the board of managers (or equivalent) in connection with the consummation of the Transactions for Subject Period $______ vi all other non-cash charges for Subject Period (including the amount of (A) compensation deduction as the result of any grant of Equity Interests to employees, officers, directors, managers or members of management and (B) asset writedowns but excluding the write-down of any accounts receivable): $______ confidential confidential

EXHIBIT E 18 #85941052v7 vii losses, expenses or charges arising from discontinued operations and/or the sale of capital assets for Subject Period (excluding losses from the sale of Rental Fleet and Equipment and other Inventory in the Ordinary Course of Business): $______ viii any extraordinary and non-recurring expenses or losses for Subject Period: $______ ix subject to Section 1.03 of the Credit Agreement, restructuring expenses or charges, operating expense reductions, cost savings and synergies (collectively, “Cost Savings”) projected by the Borrower in good faith to be realized in connection with any Pro Forma Transactions and/or other initiatives after the Closing Date (in each case as though such Cost Savings had been realized on the first day of Subject Period and as if such Cost Savings were realized during the entirety of Subject Period), net of the amount of actual benefits realized during Subject Period from such actions; provided that (A) with respect to Cost Savings, a duly completed certificate signed by a Financial Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 5.04 of the Credit Agreement, certifying that such Cost Savings are (x) reasonably supportable and quantifiable in the good faith judgment of the Borrower, and (y) reasonably anticipated to be realized within one year after the consummation of the transaction or initiative that is expected to result in such Cost Savings and (B) no Cost Savings shall be added pursuant to this clause (ix) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise; provided, further that the aggregate amount added back pursuant to this clause (ix) shall not exceed 15.0% of Consolidated EBITDA with respect to such period (prior to giving effect to the addback pursuant to this clause (ix)): $______ x expenses and charges incurred in connection with the consummation of Permitted Acquisitions, the issuance of Qualified Capital Stock or the incurrence of, or amendments to, Indebtedness during Subject Period (in each case, whether or not the applicable Permitted Acquisition, issuance of Qualified Capital Stock or $______ confidential confidential

EXHIBIT E 19 #85941052v7 incurrence of, or amendments to, Indebtedness is consummated): xi expenses attributable to minority interests (excluding dividends and other distributions paid or payable in cash to the holders of such minority interests): $______ xii expenses in connection with rental splits: $______ xiii expenses and charges in connection with impairment of goodwill and other intangible assets: $______ xiv out-of-pocket expenses incurred by Permitted Investors (or any of their principals, employees, agents or other representatives) in connection with its performance of management, consulting, monitoring, financial advisory or other services provided to Holdings and its Subsidiaries: $______ b. Minus (without duplication to the extent including in calculating Consolidated Net Income) i gains arising from discontinued operations and/or the sale of capital assets for such period (excluding gains from the sale of Rental Fleet and Equipment and other Inventory in the Ordinary Course of Business) and all other non-cash gains for Subject Period: $______ ii all cash payments made during such period on account of reserves, restructuring charges and other non-cash charges added to Consolidated Net Income pursuant to clause (a)(vi) above in a previous period: $______ iii Any extraordinary, unusual or non-recurring gains for such period and all non-cash items of income (other than the accrual of revenue or recording of receivables in the Ordinary Course of Business) for Subject Period: $______ Total Consolidated EBITDA $______ confidential confidential

EXHIBIT E 20 #85941052v7 Attachment 3 The information described herein is as of ______, 20__, and pertains to the period from _________, 20__ to ________, 20__ (such ending date the “Statement Date” and such period the “Excess Cash Flow Period”).22 Excess Cash Flow a. The sum of: i consolidated EBITDA for Excess Cash Flow Period (excluding any non-cash items increasing Consolidated EBITDA pursuant to clause (a)(ix) of the definition thereof):23 $______ ii any decrease in working capital (excluding cash and cash equivalents but including changes in Inventory) of Holdings, Parent, the Borrower and the Restricted Subsidiaries for Excess Cash Flow Period in excess of $20,000,000: $______ iii Sum of lines a.i and a.ii $______ b. The sum, without duplication, of: i any provision for taxes based on income, capital, or profits, including state, franchise and similar taxes and foreign withholding taxes paid (without duplication of any deduction in any prior Excess Cash Flow Period for taxes accrued) or accrued and due and payable within 105 days of the end of such Excess Cash Flow Period during such period (including without duplication Permitted Tax Distributions paid in cash by Holdings, Parent, the Borrower and the Restricted Subsidiaries) with respect to Excess Cash Flow Period: $______ ii consolidated Interest Expense for Excess Cash Flow Period: $______ iii capital Expenditures and Investments permitted under Section 6.05 (other than Sections 6.05(a), (b), (c), (e) and any other intercompany Investments between or among Holdings, Parent, the Borrower and any Restricted Subsidiaries) made or consummated during Excess Cash Flow Period, in each case to the extent funded with $______ 22 Each Subject Period to be a fiscal year of Holdings. 23 Use Line 20 minus Line 11 from Attachment 2 to this Compliance Certificate. confidential confidential

EXHIBIT E 21 #85941052v7 Internally Generated Cash Flow: iv permanent repayments of Indebtedness (other than (x) mandatory prepayments of Loans under Section 2.13(a), (b) or (c) and (y) optional prepayments of the Loans made pursuant to Section 2.12 and the amount of cash paid for Loans acquired by a Purchasing Borrower Party and cancelled in accordance with Section 9.04(m) and pursuant to Dutch Auction procedures open to all Lenders on a pro rata basis) made by Holdings, Parent, the Borrower and the Restricted Subsidiaries during such Excess Cash Flow Period with Internally Generated Cash Flow, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness: $______ v cash expenditures made during such Excess Cash Flow Period that increased Consolidated EBITDA for Excess Cash Flow Period pursuant to clause (a)(v), (a)(viii), (a)(x), (a)(xii) and (a)(xiv) of the definition of “Consolidated EBITDA”: $______ vi any increase in working capital (other than cash and cash equivalents but including changes in Inventory) of Holdings, Parent, the Borrower and its Restricted Subsidiaries for Excess Cash Flow Period in excess of $20,000,000: $______ vii the aggregate consideration required to be paid in cash by Holdings, Parent, the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts entered into during such period (the “Contract Consideration”) relating to Permitted Acquisitions or Capital Expenditures to be consummated or made within 365 days following the end of such Excess Cash Flow Period; provided that to the extent the amount actually utilized to fund such Permitted Acquisition or Capital Expenditure during such 365-day period from Internally Generated Cash Flow is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period: $______ viii cash payments against non-cash charges accrued in a prior Excess Cash Flow Period (and that reduced Excess Cash Flow in such prior period): $______ confidential confidential

EXHIBIT E 22 #85941052v7 ix Sum of lines b.i through b.viii $______ Total Excess Cash Flow: $______ II. Uses of Available Amount during the period covered by the financial statement delivered with this Compliance Certificate: confidential confidential

EXHIBIT E 23 #85941052v7 Attachment 4 The information described herein is as of ______, 20__. I. Available Amount: a. The sum of: i $30,000,000 (less the aggregate amount of Investments made in Unrestricted Subsidiaries or joint ventures pursuant to Section 6.05(o) of the Credit Agreement): $______ ii the Cumulative Retained Excess Cash Flow Amount on such date: $______ iii the net cash proceeds from (A) the issuance of Equity Interests of Holdings after the Closing Date (other than Disqualified Stock) and (B) all contributions of cash common equity to Holdings iv the aggregate net cash proceeds and the fair market value (as determined in good faith by the Board of Directors of Holdings) of property or assets received by Holdings, Parent, the Borrower or any Restricted Subsidiary from the issuance and sale by Holdings, Parent, the Borrower or any Restricted Subsidiary after the Closing Date of Indebtedness that shall have been converted into or exchanged for Equity Interests of Holdings or a direct or indirect parent entity of Holdings, Parent, the Borrower or any such Restricted Subsidiary (other than Disqualified Stock) $______ v to the extent not already reflected as a return of capital with respect to such Investment for purposes of determining the amount of the Investment, the proceeds received by Holdings, Parent, Borrower or any Restricted Subsidiary after the Closing Date in connection with cash returns, cash profits, cash distributions and similar cash amounts, repayments of loans in cash, in each case received on any Investment made after the Closing Date pursuant to Section 6.05(n) (in an amount not to exceed the original amount of such Investment) $______ vi to the extent not already reflected as a return of capital with respect to such Investment for purposes of determining the amount of the Investment, the proceeds received by Holdings, Parent, Borrower or any Restricted Subsidiary $______ confidential confidential

EXHIBIT E 24 #85941052v7 after the Closing Date in connection with cash returns, cash profits, cash distributions and similar cash amounts, repayments of loans in cash, in each case received on any Investment made after the Closing Date pursuant to Section 6.05(n) (in an amount not to exceed the original amount of such Investment) Total: $______ b. Less the aggregate amount of the Available Amount previously utilized pursuant to Section 6.04(a)(vi), Section 6.05(n) and Section 6.08(b)(ii) of the Credit Agreement $______ Total: Available Amount: $______ confidential confidential

EXHIBIT E 25 #85941052v7 [Attachment 5 Perfection Certificate Supplement] confidential confidential

EXHIBIT F #85941052v7 EXHIBIT F FORM OF AFFILIATE SUBORDINATION AGREEMENT This Affiliate Subordination Agreement (the “Agreement”) is dated as of [ ], 20[ ] and is entered into by and between [INSERT NAME OF OBLIGOR] (the “Loan Party”) and [INSERT NAME OF LENDER] (the “Subordinated Lender”), in favor of the Senior Lenders (as defined below). Terms defined in the Credit Agreement (a copy of which is acknowledged to have been received by the Subordinated Lender) identified below and not otherwise defined herein have, as used herein, the respective meanings provided for therein. Section 1. Agreement to Subordinate. The Loan Party’s obligations to the Subordinated Lender under [INSERT NAME OF DOCUMENT] (the “Subordinated Obligations”) are subordinated in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment of all Senior Debt. “Senior Debt” shall mean the Obligations (as defined in the Second Lien Credit Agreement dated as of June 9, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Neff Rental LLC, a Delaware limited liability company, Neff LLC, a Delaware limited liability company, Neff Holdings LLC, a Delaware limited liability company, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent and as collateral agent). “Senior Lenders” shall mean the holders from time to time of the Senior Debt. The subordination provisions of this Agreement are for the benefit of, and are enforceable by, the Senior Lenders or their designated representatives. Section 2. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Loan Party to creditors upon a total or partial liquidation or a total or partial dissolution of the Loan Party or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Loan Party or its property: (1) the Senior Lenders are entitled to receive payment in full in cash of all Senior Debt, including all interest accrued or accruing on the Senior Debt after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the rates (including, without limitation, any rates applicable upon default) specified in the Credit Agreement, whether or not the claim for the interest is allowed or allowable as a claim in the case or proceeding with respect to the Senior Debt (for the avoidance of doubt, only such payment constituting “payment in full” or “paid in full” hereunder) before the Subordinated Lender will be entitled to receive any payment of principal of, or interest on, the Subordinated Obligations; and (2) until the Senior Debt is paid in full, any such payment or distribution to which the Subordinated Lender would be entitled but for these subordination provisions shall instead be made to the Senior Lender as its interests may appear. confidential confidential

EXHIBIT F 27 #85941052v7 Section 3. Default or Event of Default on Senior Debt. Except with the written consent of, or upon demand by, the Senior Lenders or the Administrative Agent, the Loan Party shall not pay any or all of the Subordinated Obligations and the Subordinated Lender shall not take or receive from the Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Subordinated Obligations if, at such time, (a) the maturity of some or all of the Senior Debt shall have been accelerated or (b) any Default or Event of Default has occurred or is continuing. Section 4. When Distribution Must Be Paid Over. If a payment or other distribution is made to the Subordinated Lender that because of the subordination provisions of this Agreement should not have been made to it, the Subordinated Lender shall hold it in trust for the Senior Lender and pay it over to the Senior Lenders as its interests may appear. Section 5. Subrogation. A distribution made under these subordination provisions to any Senior Lender or the Administrative Agent which otherwise would have been made to the Subordinated Lender is not, as between the Loan Party and the Subordinated Lender, a payment by the Loan Party on the Senior Debt. After all Senior Debt is paid in full and until the Subordinated Obligations are paid in full, the Subordinated Lender will be subrogated to the rights of the Senior Lender to receive payments in respect of the Senior Debt. Section 6. Relative Rights; Subordination Not to Prevent Events of Default or Limit Right to Accelerate. The subordination provisions of this Agreement define the relative rights of the Subordinated Lender and the Senior Lenders and do not impair, as between the Loan Party and the Subordinated Lender, the obligation of the Loan Party, which is absolute and unconditional, to pay principal of, and interest on, the Subordinated Obligations in accordance with their terms; provided that so long as any Default or Event of Default has occurred and is continuing, the Subordinated Lender shall not be entitled to, and waives its right to, accelerate the maturity of the Subordinated Obligations upon a default under this Agreement or exercise any remedies upon a default under this Agreement. The failure to make a payment on the Subordinated Obligations by reason of these subordination provisions does not prevent the occurrence of a default under this Agreement. Section 7. Subordinated Lender Entitled to Rely. For the purpose of ascertaining the outstanding amount of the Senior Debt, the Senior Lenders and the Administrative Agent, and all other information relevant to making any payment or distribution to the Senior Lender pursuant hereto, the Subordinated Lender is entitled to rely upon an order or decree of a court of competent jurisdiction by a final and non-appealable judgment in which any proceedings of the nature referred to in Section 2 above are pending, a certificate of the liquidating trustee or other person making a payment or distribution to the Subordinated Lender, or information provided by the Senior Lender or the Administrative Agent. Section 8. Subordination May Not Be Impaired By Loan Party. No right of the Senior Lender to enforce the subordination of the Subordinated Obligations will be impaired by any act or failure to act by the Loan Party or by its failure to comply with the provisions hereunder. confidential confidential

EXHIBIT F 28 #85941052v7 Section 9. Reliance by Senior Lender on Subordination Provisions; No Waiver. (a) The Subordinated Lender acknowledges and agrees that the subordination provisions of this Agreement are, and are intended to be, an inducement and a consideration to the Senior Lenders, whether the Senior Debt was created or acquired before or after the incurrence of the Subordinated Obligations, to acquire or to hold the Senior Debt, and the Senior Lenders will be deemed conclusively to have relied on these subordination provisions in acquiring and holding such Senior Debt. (b) The Senior Lenders or the Administrative Agent may, at any time and from time to time, without the consent of or notice to the Subordinated Lender, without incurring any liability or responsibility to the Subordinated Lender, and without impairing the rights of the Senior Lender under these subordination provisions, do any of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the Senior Debt or any instrument evidencing the same or any agreement under which the Senior Debt is outstanding or secured; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (3) release any person liable in any manner for the payment of the Senior Debt; (4) exercise or refrain from exercising any rights against the Loan Party and any other person; or (5) take any other actions permitted under the terms of the Credit Agreement. Section 10. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Section 11. Subject to the Intercreditor Agreement. Notwithstanding anything herein to the contrary, this Agreement is subject to the provisions of the Intercreditor Agreement, dated as of June 9, 2014 as the same may be amended, supplemented, modified or replaced from time to time (the “Intercreditor Agreement”) among Bank of America, N.A., as First Lien Agent, Credit Suisse AG, as and Second Lien Collateral Agent, Bank of America, N.A., as Control Agent and the Grantors from time to time a party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern. Compliance by any Loan Party with any term of the Intercreditor Agreement shall not result in any breach or other violation of any term of this Agreement. confidential confidential

EXHIBIT F 29 #85941052v7 [Signature pages follow] confidential confidential

EXHIBIT F 30 #85941052v7 [LOAN PARTY] By: Name: Title: [SUBORDINATED LENDER] By: Name: Title: confidential confidential

EXHIBIT G-1 #85941052v7 EXHIBIT G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Lien Credit Agreement dated as of June 9, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Neff Rental LLC, as Borrower (the “Borrower”), Neff LLC, Neff Holdings LLC, each Lender from time to time party thereto, and Credit Suisse AG, as administrative agent and collateral agent (the “Administrative Agent”). Pursuant to the provisions of Section 2.20(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] confidential confidential

EXHIBIT G-2 #85941052v7 EXHIBIT G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Lien Credit Agreement dated as of June 9, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Neff Rental LLC, as Borrower (the “Borrower”), Neff LLC, Neff Holdings LLC, each Lender from time to time party thereto, and Credit Suisse AG, as administrative agent and collateral agent (the “Administrative Agent”). Pursuant to the provisions of Section 2.20(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] confidential confidential

EXHIBIT G-3 #85941052v7 EXHIBIT G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Lien Credit Agreement dated as of June 9, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Neff Rental LLC, as Borrower (the “Borrower”), Neff LLC, Neff Holdings LLC, each Lender from time to time party thereto, and Credit Suisse AG, as administrative agent and collateral agent (the “Administrative Agent”). Pursuant to the provisions of Section 2.20(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY (including any applicable “Withholding Statement” required by applicable law to be associated with the IRS Form W-8IMY) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY (including any applicable Withholding Statement” required by applicable law to be associated with the IRS Form W- 8IMY) accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, as applicable from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] confidential confidential

EXHIBIT G-4 #85941052v7 EXHIBIT G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Lien Credit Agreement dated as of June 9, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Neff Rental LLC, as Borrower (the “Borrower”), Neff LLC, Neff Holdings LLC, as Holdings, each lenders from time to time party thereto, and Credit Suisse AG, as administrative agent and collateral agent (the “Administrative Agent”). Pursuant to the provisions of Section 2.20(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY (including any applicable “Withholding Statement” required by applicable law to be associated with the IRS Form W-8IMY) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY (including any applicable “Withholding Statement” required by applicable law to be associated with the IRS Form W-8IMY) accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: confidential confidential

35 #85941052v7 Date: ________ __, 20[ ] confidential confidential

EX-10.7

Exhibit 10.7

$375,000,000

AMENDED AND RESTATED

SENIOR SECURED CREDIT AGREEMENT

DATED AS OF OCTOBER 1, 2010

as amended and restated as of November 20, 2013

by and among

NEFF LLC,

as Parent Borrower,

NEFF HOLDINGS LLC,

THE OTHER PERSONS PARTY HERETO THAT ARE

DESIGNATED AS CREDIT PARTIES,

BANK OF AMERICA, N.A.,

as Agent, Swing Line Lender, and L/C Issuer,

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

BANK OF AMERICA, N.A.

and

WELLS FARGO CAPITAL FINANCE, LLC,

as Co-Collateral Agents,

WELLS FARGO CAPITAL FINANCE, LLC,

as Syndication Agent,

REGIONS BANK,

as Documentation Agent,

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Lead Arranger and Book Runner

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

TABLE OF CONTENTS

		Page
SECTION 1.
AMOUNTS AND TERMS OF LOANS
1.1	Loans	2
1.2	Interest	7
1.3	Fees	9
1.4	Payments	11
1.5	Prepayments	11
1.6	Maturity	14
1.7	Eligible Accounts	14
1.8	[Reserved]	16
1.9	Eligible Rental Fleet and Equipment	16
1.10	[Reserved]	18
1.11	Loan Accounts	18
1.12	Yield Protection; Illegality	18
1.13	Taxes	20
1.14	Incremental Revolving Commitments	22
SECTION 2.
AFFIRMATIVE COVENANTS
2.1	Compliance with Laws and Contractual Obligations	23
2.2	Insurance; Damage to or Destruction of Collateral	24
2.3	Inspection	25
2.4	Organizational Existence	25
2.5	Environmental Matters	25
2.6	Landlords’ Agreements, Bailee Letters and Real Estate Purchases	26
2.7	Conduct of Business	27
2.8	Further Assurances	27
2.9	Control Agreements	28
2.10	Business and Properties	29
SECTION 3.
NEGATIVE COVENANTS
3.1	Indebtedness	29
3.2	Liens and Related Matters	31
3.3	Investments	32
3.4	Contingent Obligations	34
3.5	Restricted Payments	35
3.6	Amendments to Constituent Documents; Restriction on Fundamental Changes	36
3.7	Disposal of Assets or Subsidiary Stock	37
3.8	Transactions with Affiliates	37
3.9	Conduct of Business	38

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3.10	[Reserved]	39
3.11	Fiscal Year	39
3.12	[Reserved]	39
3.13	[Reserved]	39
3.14	Bank Accounts; Securities Accounts; Commodities Accounts	39
3.15	Hazardous Materials	40
3.16	[Reserved]	40
3.17	Lease Limits	40
3.18	Prepayments; Amendments of Other Indebtedness	40
3.19	Consolidated Total Leverage Ratio	40
3.20	Fixed Charge Coverage Ratio	41
SECTION 4.
FINANCIAL AND OTHER REPORTING COVENANTS
4.1	Financial Statements and Other Reports	41
4.2	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement	46
SECTION 5.
REPRESENTATIONS AND WARRANTIES
5.1	Disclosure	46
5.2	No Material Adverse Effect	46
5.3	No Conflict; Compliance with Laws	46
5.4	Organization, Powers, Capitalization and Good Standing	47
5.5	Financial Statements	48
5.6	Intellectual Property	48
5.7	Investigations, Audits, Etc.	48
5.8	Employee Matters	48
5.9	Solvency	49
5.10	Litigation; Adverse Facts	49
5.11	Use of Proceeds; Margin Regulations	49
5.12	Ownership of Property; Liens	49
5.13	Environmental Matters	49
5.14	ERISA	50
5.15	Brokers	51
5.16	Deposit Accounts; Securities Accounts; Other Accounts	51
5.17	[Reserved]	51
5.18	Insurance	51
5.19	Investment Company Act	51
5.20	[Reserved]	52
5.21	Taxes	52
5.22	Collateral Documents	52
SECTION 6.
DEFAULT, RIGHTS AND REMEDIES
6.1	Event of Default	53

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6.2	Suspension or Termination of Revolving Loan Commitments	55
6.3	Acceleration and Other Remedies	55
6.4	Performance by Agent	55
6.5	Application of Proceeds	56
SECTION 7.
CONDITIONS TO LOANS
7.1	Conditions to Loans on the Restatement Effective Date	56
7.2	Conditions to All Loans	57
SECTION 8.
ASSIGNMENT AND PARTICIPATION
8.1	Assignment and Participations	57
8.2	Agent	59
8.3	Set Off and Sharing of Payments	64
8.4	Disbursement of Funds	64
8.5	Disbursements of Advances; Payment	64
8.6	Related Obligations Matters	66
8.7	Other Agents	66
SECTION 9.
MISCELLANEOUS
9.1	Indemnities	67
9.2	Amendments and Waivers	67
9.3	Notices	69
9.4	Failure or Indulgence Not Waiver; Remedies Cumulative	72
9.5	Marshaling; Payments Set Aside	72
9.6	Severability	72
9.7	Lenders’ Obligations Several; Independent Nature of Lenders’ Rights	72
9.8	Headings	72
9.9	Applicable Law	72
9.10	Successors and Assigns	72
9.11	No Advisory or Fiduciary Responsibility	72
9.12	Construction	73
9.13	Confidentiality	73
9.14	CONSENT TO JURISDICTION	73
9.15	WAIVER OF JURY TRIAL	74
9.16	Survival of Warranties and Certain Agreements	74
9.17	Entire Agreement	74
9.18	Counterparts; Effectiveness	74
9.19	Replacement of Lenders	74
9.20	Patriot Act Notice	75
9.21	Joint and Several Liability	76
9.22	Contribution and Indemnification Among Borrowers	77
9.23	Agency of Parent Borrower for Each Other Borrower	77

iii

9.24	Reinstatement	77
9.25	Express Waivers by Borrowers in Respect of Cross Guaranties and Cross Collateralization	77
9.26	Amendment and Restatement	78
9.27	Authorization of Amendments	79

INDEX OF APPENDICES

Annexes
Annex A	-	Definitions
Annex B	-	Pro Rata Shares and Commitment Amounts
Annex C	-	Closing Checklist
Annex D	-	Lenders’ Bank Accounts
Exhibits
Exhibit 4.1(m)	-	Compliance and Pricing Certificate
Exhibit I	-	Form of Opinion of Stroock & Stroock & Lavan LLP
Schedules
Schedule 5.4(a)	-	Jurisdictions of Organization and Qualifications
Schedule 5.4(b)	-	Pledged Stock and Pledged Notes
Schedule 5.6	-	Intellectual Property
Schedule 5.8	-	Employee Matters
Schedule 5.10	-	Litigation; Adverse Facts
Schedule 5.12	-	Real Estate
Schedule 5.13	-	Environmental Matters
Schedule 5.16	-	Bank Accounts, Securities Accounts; Other Accounts
Schedule 5.18	-	Insurance

iv

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

This AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT is dated as of October 1, 2010 and amended and restated as of November 20, 2013, as may be further amended, restated, supplemented or otherwise modified from time to time, and entered into by and among Neff LLC, a Delaware limited liability company (“Parent Borrower”), Neff Holdings LLC, a Delaware limited liability company (“Holdings”), and the other persons designated as “Credit Parties” on the signature pages hereof and each other person which becomes party hereto as a Credit Party pursuant to Section 2.8 below, the financial institutions who are or hereafter become parties to this Agreement as Lenders, BANK OF AMERICA, N.A. as Agent, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A. and WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agents, WELLS FARGO CAPITAL FINANCE, LLC, as Syndication Agent, REGIONS BANK, as Documentation Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as lead arranger and book runner.

R E C I T A L S:

WHEREAS, all capitalized terms used herein shall have the meanings ascribed thereto in Annex A hereto which is incorporated herein by reference;

WHEREAS, Parent Borrower, Holdings, each of Parent Borrower’s Subsidiaries (other than Neff Finance), the Lenders, the Agent, Swing Line Lender and L/C Issuer are parties to a Senior Secured Credit Agreement, dated as of October 1, 2010 (as amended by (i) Amendment No. 1, dated as of October 1, 2010, (ii) Amendment No. 2 to Credit Agreement and Amendment No. 1 to Security Agreement, dated as of May 5, 2011, (iii) Amendment No. 3 to the Credit Agreement, dated as of March 12, 2012 and (iv) Incremental Revolver Joinder and Amendment No. 4 to Credit Agreement dated as of October 25, 2012, the “Existing Credit Agreement”);

WHEREAS, the Lenders (under and as defined in the Existing Credit Agreement) have consented to the amendment and restatement of the Existing Credit Agreement on the terms set forth herein;

WHEREAS, Parent Borrower has requested that the Lenders make available, subject to the terms and conditions set forth herein, to the Credit Parties an asset-based revolving credit facility, in an amount not to exceed $375,000,000 (subject to such increases as more fully described in Section 1.14), extensions of credit under which the Credit Parties will use for the purposes described herein;

WHEREAS, the Lenders have agreed to make available, subject to the terms and conditions set forth herein, to the Credit Parties an asset-based revolving credit facility, in an amount not to exceed $375,000,000 (subject to such increases as more fully described in Section 1.14), extensions of credit under which the Credit Parties will use for the purposes described herein; and

WHEREAS, the obligations of the Credit Parties hereunder are secured by the grant to the Agent, for the benefit of the Secured Parties, of first priority liens in or on all assets owned by them, subject to the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:

SECTION 1.

AMOUNTS AND TERMS OF LOANS

1.1Loans. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Parent Borrower and the other Credit Parties contained herein:

(a)Revolving Loans.

(i)Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, to make available to Parent Borrower on behalf of Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”) requested by Parent Borrower hereunder. The Pro Rata Share of the Revolving Loan of any Lender (including, without duplication, Swing Line Loans and Letter of Credit Obligations) shall not at any time exceed its separate Revolving Loan Commitment. Revolving Credit Advances may be repaid and reborrowed; provided that the amount of any Revolving Credit Advance to be made at any time shall not exceed Excess Availability. All Revolving Loans shall be repaid in full on the Commitment Termination Date. Promptly upon request by a Lender, Parent Borrower on behalf of Borrowers shall execute and deliver to such Lender a note to evidence the Revolving Loan Commitment of such Lender. Each note shall be in the principal amount of the Revolving Loan Commitment of the applicable Lender, dated the Restatement Effective Date (or, if later, as of the date on which such Person became a Lender under this Agreement pursuant to an Assignment Agreement) and substantially in the form of Exhibit 1.1(a)(i) to the Existing Credit Agreement (each a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if at any time the outstanding Revolving Loans (including the outstanding Swing Line Loans and Letter of Credit Obligations) exceed the Borrowing Base (any such excess Revolving Loans are herein referred to collectively as “Overadvances”), Lenders shall not be obligated to make Revolving Credit Advances, no additional Letters of Credit shall be issued and, except as provided in Section 1.1(a)(ii), Revolving Loans must be repaid immediately and, if necessary, Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvances. All Overadvances shall constitute Base Rate Loans. Revolving Loans which are Base Rate Loans may be requested in any amount with one (1) Business Day’s prior written notice required for funding requests equal to or greater than $5,000,000. For funding requests for such Revolving Loans less than $5,000,000, written notice must be provided by 12:00 p.m. (noon) (New York time) on the Business Day on which the Revolving Loan is to be made. All LIBOR Loans require three (3) Business Days prior written notice. Written notices for funding requests shall be in the form attached as Exhibit 1.1(a)(ii) to the Existing Credit Agreement (“Notice of Revolving Credit Advance”).

(ii)If Parent Borrower on behalf of Borrowers requests that Lenders make, or permit to remain outstanding any Overadvances, Agent may, in its sole discretion, elect to make, or permit to remain outstanding such Overadvances; provided, however, that Agent may not require Lenders to make, or permit to remain outstanding, (a) aggregate Revolving Loans (including, without duplication, Swing Line Loans) in excess of the Maximum Amount or (b)(i) Overadvances in an aggregate amount in excess of $7,000,000 and (ii) in addition to any Overadvances outstanding under clause (b)(i) immediately prior to any Event of Default, Protective Advances in an aggregate amount in excess of $7,000,000. If an Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Lenders shall be bound to make, or permit to remain outstanding, such Overadvance based upon their Pro Rata Shares of the Revolving Loan Commitments in accordance with the terms of this Agreement. If an Overadvance remains outstanding for more than thirty (30) consecutive days during any one hundred eighty (180) day period, Revolving Loans must be repaid immediately in an amount sufficient to eliminate all of such Overadvances; provided that the Requisite Lenders may prospectively revoke Agent’s ability to make or permit Overadvances by written notice to

2

Agent. Any Overadvance may be made as a Swing Line Advance; and provided, further, that if an Event of Default shall have occurred and be continuing, no Overadvance may be made unless such Overadvance constitutes a “Protective Advance.”

(b)Swing Line Facility.

(i)Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date revolving advances under the Swing Line Commitment (each, a “Swing Line Advance”) in accordance with a “Notice of Swing Line Advance” substantially in the form of Exhibit 1.1(b)(i) to the Existing Credit Agreement. Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to fund the percentage of any Swing Line Advance allocable to any Non-Funding Lender and with respect to any portion of a Swing Line Advance so not funded such Non-Funding Lender shall not have any obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) or to purchase participation interests in accordance with Section 1.1(b)(iv) and any pro rata calculations related to such Swing Line Advance for purposes of such sections shall disregard such Non-Funding Lender. Except as provided in Section 1.1(a)(ii) above, the aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) Excess Availability (“Swing Line Availability”). Until the Commitment Termination Date, Parent Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Swing Line Advance delivered by Parent Borrower to the Swing Line Lender no later than 2:00 p.m. (New York time) on the date on which the Swing Line Advance is to be made requesting a Swing Line Advance in an integral multiple of $100,000. Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from Requisite Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 7.2, be entitled to fund that Swing Line Advance, and to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) or purchase participating interests in accordance with Section 1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute a Base Rate Loan. Borrowers shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent. The entire unpaid balance of the Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full.

(ii)Borrowers shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment, which promissory note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Restatement Effective Date (or, in the case of any successor Swing Line Lender, the date on which such Person becomes the Swing Line Lender pursuant to this Agreement) and substantially in the form of Exhibit 1.1(b) to the Existing Credit Agreement (the “Swing Line Note”). The Swing Line Note shall represent the obligation of Borrowers to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to Borrowers together with interest thereon as prescribed in Section 1.2.

(iii)The Swing Line Lender, at any time and from time to time in its sole and absolute discretion but no less frequently than once weekly, will on behalf of Borrowers (and Borrowers hereby irrevocably authorize the Swing Line Lender to so act on their behalf) request each Lender (including the Swing Line Lender) to make a Revolving Credit Advance to Parent Borrower on behalf of Borrowers (which shall be a Base Rate Loan) in an amount equal to that

3

Lender’s Pro Rata Share of the principal amount of the Swing Line Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 6.1(f) or 6.1(g) has occurred (in which event the procedures of Section 1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Lender shall disburse directly to Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date that notice is given. The proceeds of such Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan of Parent Borrower.

(iv)If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Section 6.1(f) or 6.1(g) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of Borrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to Parent Borrower in an amount equal to its Pro Rata Share (determined with respect to Revolving Loans) of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest.

(v)Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Swing Line Lender shall be entitled to recover, on demand, from each Lender the amounts required pursuant to Section 1.1(b)(iii) or 1.1(b)(iv), as the case may be. If any Lender does not make available such amounts to Agent or the Swing Line Lender, as applicable, the Swing Line Lender shall be entitled to recover, on demand, such amount from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Base Rate thereafter.

(c)Letters of Credit. The Revolving Loan Commitment may, in addition to Advances under the Revolving Loan, be utilized, upon the request of any Borrower, for the issuance of Letters of Credit. Immediately upon the issuance by an L/C Issuer of a Letter of Credit, and without further action on the part of Agent or any of the Lenders, each Lender shall be deemed to have purchased from such L/C Issuer a participation in such Letter of Credit (or in its obligation under a risk participation agreement with respect thereto) equal to such Lender’s Pro Rata Share of the maximum aggregate amount available to be drawn under each such Letter of Credit.

(i)L/C Sublimit. The aggregate amount of Letter of Credit Obligations with respect to all Letters of Credit outstanding at any time shall not exceed $30,000,000 (the “L/C Sublimit”).

(ii)Reimbursement. Each Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse each L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, Fees,

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Charges (excluding any Excluded Taxes), costs and expenses paid or incurred by such L/C Issuer. Each Borrower hereby authorizes and directs Agent, at Agent’s option, to debit such Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances) in the amount of (A) any payment made by an L/C Issuer with respect to any Letter of Credit and (B) the amount of any fees payable to an L/C Issuer pursuant to Section 1.3(c). All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not immediately repaid by Borrowers with the proceeds of a Revolving Credit Advance or otherwise shall bear interest at the interest rate applicable to Revolving Loans which are Base Rate Loans plus, at the election of Agent (or upon the written request of the Requisite Lenders), an additional two percent (2.00%) per annum. Each Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(c)(ii). In the event Agent elects not to debit a Borrower’s account and Borrowers fail to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrowers or satisfied through a debit of a Borrower’s account. Each Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by a Borrower to satisfy any of the conditions set forth in Section 7.2. If any Lender fails to make available to the L/C Issuer the amount of such Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(c)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the Base Rate.

(iii)Request for Letters of Credit. Each Borrower shall give Agent at least three (3) Business Days prior written notice specifying the date a Letter of Credit is requested to be issued, the amount and the name and address of the beneficiary and a description of the transactions proposed to be supported thereby. If Agent informs a Borrower that the L/C Issuer cannot issue the requested Letter of Credit directly, such Borrower may request that L/C Issuer arrange for the issuance of the requested Letter of Credit under a risk participation agreement with another financial institution reasonably acceptable to Agent, L/C Issuer and Parent Borrower. The issuance of any Letter of Credit under this Agreement shall be subject to the conditions that the Letter of Credit is in a form, is for an amount and contains such terms and conditions as are reasonably satisfactory to the L/C Issuer and Agent. If L/C Issuer receives written notice from Agent or the Requisite Lenders on or before the Business Day preceding issuance of a Letter of Credit that any conditions set forth in Section 7.2 have not been satisfied, L/C Issuer shall have no obligation to issue and, upon direction by the Agent or the Requisite Lenders shall not issue, the requested Letter of Credit or any other Letter of Credit until such direction is withdrawn in writing by Agent or the Requisite Lenders, as applicable. Prior to its receipt of such notice from Agent or the Requisite Lenders, L/C Issuer shall not be deemed to have notice or knowledge of any Default, Event of Default or failure of such conditions. The initial notice requesting the issuance of a Letter of Credit shall be accompanied by the form of the Letter of Credit and the L/C Issuer’s reimbursement agreement and an application for a letter of credit, if any, then required by the L/C Issuer completed in a manner reasonably satisfactory to such L/C Issuer. If any provision of any application or reimbursement agreement is inconsistent with the terms of this Agreement, then the provisions of this Agreement, to the extent of such inconsistency, shall control. L/C Issuer shall have no obligation to issue the requested Letter of Credit or any other

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Letter of Credit if at such time any Lender is a Non-Funding Lender, unless the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer with the Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender or the L/C Issuer has received Cash Collateral from either the Borrowers or such Non-Funding Lender in relation to an amount equal to such Non-Funding Lender’s obligation to fund under Section 1.1(c)(ii). The Borrowers and/or such Non-Funding Lender hereby grants to the Agent, for the benefit of the L/C Issuer, a security interest in all such Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Agent. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable laws, to reimburse the L/C Issuer.

(iv)Expiration Dates of Letters of Credit. The expiration date of each Letter of Credit shall be on a date which is not later than the earlier of (a) one year from its date of issuance and (b) the fifth (5th) day prior to the fifth (5th) anniversary of the Restatement Effective Date. Notwithstanding the foregoing, a Letter of Credit may provide for automatic extensions of its expiration date for one (1) or more successive one (1) year periods, provided that the L/C Issuer has the right to terminate such Letter of Credit on each such annual expiration date and no renewal term may extend the term of the Letter of Credit to a date that is later than the fifth (5th) day prior to the fifth (5th) anniversary of the Restatement Effective Date. The L/C Issuer may elect not to renew any such Letter of Credit and, upon direction by Agent or Requisite Lenders, shall not renew any such Letter of Credit, in each case, at any time during the continuance of an Event of Default, provided that, in the case of a direction by Agent or Requisite Lenders, the L/C Issuer receives such directions prior to the date notice of non-renewal is required to be given by the L/C Issuer and the L/C Issuer has had a reasonable period of time to act on such notice.

(v)Obligations Absolute. The obligation of each Borrower to reimburse the L/C Issuer, Agent and Lenders for payments made in respect of Letters of Credit issued by the L/C Issuer shall be unconditional and irrevocable and shall be paid under all circumstances strictly in accordance with the terms of this Agreement, including the following circumstances: (a) any lack of validity or enforceability of any Letter of Credit; (b) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; (c) the existence of any claim, setoff, defense or other right which Parent Borrower, any of its Subsidiaries or Affiliates or any other Person may at any time have against any beneficiary of any Letter of Credit, Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreements or transactions; (d) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (e) payment under any Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such Letter of Credit; or (f) any other act or omission to act or delay of any kind of any L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 1.1(c)(v), constitute a legal or equitable discharge of any Borrower’s obligations hereunder.

(vi)Obligations of L/C Issuers. Each L/C Issuer (other than Bank of America) hereby agrees that it will not issue a Letter of Credit hereunder until it has provided Agent with written notice specifying the amount and intended issuance date of such Letter of Credit and Agent has returned a written acknowledgment of such notice to L/C Issuer. Each L/C Issuer (other than Bank of America) further agrees to provide to Agent: (a) a copy of each Letter of Credit issued by such L/C Issuer promptly after its issuance, amendment, extension or renewal;

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(b) a monthly report summarizing available amounts under Letters of Credit issued by such L/C Issuer, the dates and amounts of any draws under such Letters of Credit, the effective date of any increase or decrease in the face amount of any Letters of Credit during such month and the amount of any unreimbursed draws under such Letters of Credit; and (c) such additional information reasonably requested by Agent from time to time with respect to the Letters of Credit issued by such L/C Issuer. Without limiting the generality of the foregoing, it is expressly understood and agreed by Borrowers that the absolute and unconditional obligation of Borrowers to Agent and Lenders hereunder to reimburse payments made under a Letter of Credit will not be excused by the gross negligence or willful misconduct of the L/C Issuer. However, the foregoing shall not be construed to excuse an L/C Issuer from liability to Borrowers for gross negligence, willful misconduct, material breach of its obligations under this Agreement or otherwise to the extent of any direct damages (as opposed to consequential damages, with Borrowers hereby waiving all claims for any consequential damages to the extent permitted by applicable law) suffered by any Borrower that are subject to indemnification under the L/C Issuer’s reimbursement agreement.

(d)Funding Authorization. The proceeds of all Loans made pursuant to this Agreement subsequent to the Restatement Effective Date are to be funded by Agent or Swing Line Lender (as applicable) by wire transfer to the account designated by Parent Borrower on behalf of Borrowers below (the “Disbursement Account”):

Bank:	Bank of America, N.A.
Bank Address:	Atlanta, Georgia
ABA No.:	0260-0959-3
Account No.:	4426828095
Reference:	Bank of America Business Capital- Neff Rental
	Master Operating Account

Parent Borrower shall provide Agent with written notice of any change in the foregoing instructions at least three (3) Business Days before the desired effective date of such change.

1.2Interest.

(a)Borrowers shall pay interest to Agent, for the benefit of Lenders based on their respective Pro Rata Shares, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances which are designated as Base Rate Loans (and for all other Obligations not otherwise set forth below), the Base Rate plus the Applicable Revolver Base Rate Margin per annum; (ii) with respect to Revolving Credit Advances which are designated as LIBOR Loans at the election of Parent Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (iii) with respect to any Swing Line Loans, the Base Rate plus the Applicable Revolver Base Rate Margin per annum.

(b)If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

(c)All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of three hundred and sixty five (365) or three hundred and sixty six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360)

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day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred and sixty five (365) day year). Interest shall accrue on each Loan for each day on which the Loan is made or outstanding, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan, or such portion, is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day (with all day determinations pursuant to this sentence being made pursuant to Section 1.4). Each determination by Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d)So long as any Event of Default has occurred and is continuing, and without notice of any kind, the interest rates applicable to Loans shall be increased by two percent (2%) per annum above the rates of interest otherwise applicable hereunder (“Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation.

(e)Parent Borrower on behalf of Borrowers shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans from Base Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan that is a Revolving Loan to a Base Rate Loan, subject to payment of the LIBOR Breakage Fee in accordance with Section 1.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 12:00 p.m. (noon) (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Parent Borrower wishes to convert any Base Rate Loan (other than a Swing Line Loan) to a LIBOR Loan for a LIBOR Period designated by Parent Borrower in such election. If no election is received with respect to a LIBOR Loan by 12:00 p.m. (noon) (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to a Base Rate Loan at the end of its LIBOR Period. Parent Borrower must make such election by notice to Agent in writing, by fax or other similar form of transmission or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.2(e) to the Existing Credit Agreement. No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. Notwithstanding anything herein to the contrary (other than Section 1.12(b) and the cross reference to this sentence in Section 1.2(g)), at any time the Applicable Revolver Base Rate Margin plus the Base Rate is less than the Applicable Revolver LIBOR Margin plus the LIBOR Rate, the Parent Borrower shall not have the option to request that any Revolving Credit Advances be made as Base Rate Loans and the Parent Borrower agrees to deliver a Notice of Conversion/Continuation converting any then existing Base Rate Loans into LIBOR Rate Loans promptly upon the request of Agent.

(f)Notwithstanding anything to the contrary set forth in this Section 1.2, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the

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Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate or rates of interest and in the manner provided in Sections 1.2(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 1.5(d) and thereafter shall refund any excess to Parent Borrower on behalf of Borrowers or as such court of competent jurisdiction may otherwise order.

(g)If the Requisite Lenders determine that for any reason in connection with any request for a Loan or a conversion (if such Loan may be converted) to or continuation thereof that (i) Dollar deposits are not being offered to banks in London interbank eurodollar market for the applicable amount and LIBOR Period of such Loan, (ii) adequate and reasonable means do not exist for determining the LIBOR Rate for any requested LIBOR Period with respect to a proposed LIBOR Loan, or (iii) the LIBOR Rate for any requested LIBOR Period or in connection with a LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction of the Requisite Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a borrowing of, conversion (if applicable) or continuation of LIBOR Loans or, failing that, will, notwithstanding anything to the contrary in the last sentence of Section 1.2(e) (if applicable), be deemed to have converted such request into a request for a Base Rate Loan in the amount specified therein.

1.3Fees.

(a)Fee Letters. Holdings and Parent Borrower shall pay the Fees specified in the Fee Letters to the parties specified therein.

(b)Unused Line Fee. As additional compensation for the Lenders, Parent Borrower on behalf of Borrowers shall pay to Agent, for the benefit of the Lenders based on their respective Pro Rata Shares, in arrears, on the first Business Day of each Fiscal Month prior to the Commitment Termination Date, on the Restatement Effective Date and on the Commitment Termination Date, a fee (the “Unused Line Fee”) for Borrowers’ non-use of available funds in an amount equal to the Applicable Unused Line Fee Margin per annum for such period multiplied by the difference between (i) the Maximum Amount (as it may be adjusted from time to time) and (ii) the average for the period of the daily closing balances of the Revolving Loan (including, without duplication, outstanding Swing Line Loans and Letter of Credit Obligations) outstanding during the period for which such Fee is due; provided that, for the avoidance of doubt, with respect to the Unused Line Fee payable on December 1, 2013, such Unused Line Fee shall be (x) calculated based on the average of the daily closing balances of the Revolving Loan during the period from the Restatement Effective Date through November 30, 2013 (the

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“Stub Period”) and (y) in a pro rata amount based on the number of days in the Stub Period relative to the total number of days in the calendar month of November 2013.

(c)Letter of Credit Fee. Parent Borrower on behalf of itself and the other Borrowers agrees to pay to Agent for the benefit of Lenders based on their respective Pro Rata Shares, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each Fiscal Month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the Applicable L/C Margin from time to time in effect multiplied by the maximum amount available from time to time to be drawn under the applicable Letter of Credit during such Fiscal Month; provided that, for the avoidance of doubt, with respect to the Letter of Credit Fee payable on December 1, 2013, such Letter of Credit Fee shall be (x) calculated based on the maximum amount available from time to time to be drawn under the applicable Letter of Credit during the Stub Period and (y) in a pro rata amount based on the number of days in the Stub Period relative to the total number of days in the calendar month of November 2013. Such fee shall be paid to Agent for the benefit of the Lenders based on their respective Pro Rata Shares monthly in arrears, on the first Business Day of each Fiscal Month, on the Restatement Termination Date and on the Commitment Termination Date. Parent Borrower on behalf of Borrowers shall pay directly to L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by L/C Issuer pursuant to this Agreement equal to one-fourth of one percent (0.25%) per annum of the maximum amount then available to be drawn under such Letter of Credit. Such fee shall be paid to L/C Issuer monthly in arrears on the first Business Day of each Fiscal Month and on the Commitment Termination Date. In addition, Parent Borrower on behalf of Borrowers shall pay to any L/C Issuer, on demand, such fees (including all per annum fees), charges and expenses of such L/C Issuer in respect of the issuance, negotiation, acceptance, amendment, transfer and payment of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is issued.

(d)LIBOR Breakage Fee. Upon (i) any default by any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Loan following such Borrower’s delivery to Agent of any LIBOR Loan request in respect thereof or (ii) any payment of a LIBOR Loan on any day that is not the last day of the LIBOR Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), such Borrower shall pay Agent, for the benefit of all Lenders that funded or were prepared to fund any such LIBOR Loan, the LIBOR Breakage Fee.

(e)Expenses and Attorneys’ Fees. Parent Borrower on behalf of itself and the other Borrowers agrees to promptly (and in any event no less than on a monthly basis, ten (10) Business Days after submission of invoices documenting out-of-pocket expenses) pay all reasonable and documented out-of-pocket expenses (including reasonable and documented attorneys’ fees and expenses of one counsel in the aggregate for the Agent and Arrangers) incurred by Agent and the Arrangers in connection with any matters contemplated by or arising out of the Loan Documents or in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents, including any amendments, modifications, consents and waivers. Parent Borrower on behalf of itself and the other Borrowers agrees to promptly pay reasonable and documented out-of-pocket expenses incurred by Agent for amendments, waivers, consents and any of the documentation prepared by Agent’s external legal counsel. Borrowers agree to promptly pay all reasonable documented out-of-pocket expenses (including those listed in Section 4.1(f), reasonable documented out-of-pocket fees and expenses of attorneys, auditors (whether internal or external), appraisers (including with respect to the field audits and appraisals contemplated by Section 4.1(f) which may be conducted by agents of the Agent), consultants and advisors) incurred by Agent, the Decision Agent or the Arrangers in connection

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with any Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Parent Borrower or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Parent Borrower or any other Credit Party, Borrowers agree to promptly pay all fees, charges, costs and expenses incurred by Lenders for (i) one (1) counsel acting for all Lenders other than Agent or the Arrangers unless (A) there exist conflicting legal defenses amongst the Lenders or (B) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, then in either case one additional counsel may be appointed, and (ii) such other local counsel in each appropriate jurisdiction as the Agent reasonably determines are necessary or advisable in connection with the creation, perfection, priority and/or enforcement of the Liens granted to the Agent for the benefit of the Secured Parties. All fees, charges, costs and expenses for which Borrowers are responsible under this Section 1.3(e) shall be deemed part of the Obligations when incurred, payable upon demand or by the making of a Revolving Credit Advance or Swing Line Advance in accordance with the final sentence of Section 1.4 and secured by the Collateral. The obligations of Parent Borrower and the other Borrowers set forth in this Section 1.3 are subject to the limitations and other provisions set forth in Section 4.1(f).

1.4Payments. All payments by Borrowers of the Obligations shall be without deduction, defense, setoff or counterclaim and shall be made in same day funds and delivered to Agent, for the benefit of Agent and the Secured Parties, as applicable, by wire transfer to the following account or such other place as Agent may from time to time designate in writing.

Bank of America, NA

New York, NY

ABA# 0260-0959-3

Account Name: Bank of America Business Capital

Account: #9369337536

Reference: Bank of America Business Capital — Neff Holdings LLC

Borrowers shall receive credit on the day of receipt for funds received by Agent by 2:00 p.m. (New York time). In the absence of timely receipt, such funds shall be deemed to have been paid on the next Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment may be made on the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and such extension of time shall be included in the computation of the amount of interest and Fees due hereunder.

Borrowers hereby authorize Lenders to make Revolving Credit Advances or Swing Line Advances, on the basis of their Pro Rata Shares, for the payment of interest, Fees and expenses (but only if such expenses have been unpaid for six Business Days or more after Parent Borrower has been provided an invoice therefor), Letter of Credit reimbursement obligations and any amounts required to be deposited with respect to outstanding Letter of Credit Obligations pursuant to Section 1.5(f) or Section 6.3.

1.5Prepayments.

(a)Voluntary Prepayments of Loans. At any time, Borrowers may prepay the Loans, in whole or in part, without premium or penalty subject to the payment of LIBOR Breakage Fees, if applicable. Unless a Borrower shall otherwise elect in accordance with clause (b) below, a prepayment of Loans shall not constitute or result in a reduction of the Revolving Loan Commitments.

(b)Voluntary Termination and Reduction of Revolving Loan Commitment. Upon not less than three (3) Business Days irrevocable prior written notice to Agent, Parent Borrower on behalf

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of Borrowers may at any time (i) terminate in whole the Revolving Loan Commitment and on the date specified in such notice the Revolving Loan Commitment shall terminate and all Obligations shall become immediately due and payable or (ii) reduce in part ratably the Revolving Loan Commitments of the Lenders; provided that each partial reduction shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof; and provided, further, that no such partial reduction shall be permitted if, after giving effect to such reduction, the then outstanding Revolving Loan (including any outstanding Swing Line Loans and Letter of Credit Obligations) would exceed the Revolving Loan Commitment unless Borrowers shall have prepaid such outstanding Revolving Loans and/or Swing Line Loans or shall have provided cash or a standby letter of credit (in form and substance and from an issuer reasonably satisfactory to Agent) as collateral for such outstanding Letter of Credit Obligations (in an amount equal to 105% of such outstanding Letter of Credit Obligations), in each case, in an amount sufficient to eliminate such excess.

(c)Mandatory Prepayments.

(i)Prepayments from Asset Dispositions.

(A)Subject to the reinvestment rights specified in clause (B) below, within five (5) Business Days of receipt by Holdings or any of its Subsidiaries of any Net Proceeds in respect of Asset Disposition(s) pursuant to Sections 3.7(b)(ii), (d) and (g)(ii) in excess of $5,000,000, individually or in the aggregate, during any Fiscal Year, Borrowers shall repay the Revolving Credit Advances (without reduction of the Revolving Loan Commitment) by an amount equal to the amount of any reduction in the Borrowing Base attributable to the Asset Disposition giving rise to such Net Proceeds to the extent that any such reduction would result in the outstanding principal balance of the Revolving Loans (including, without duplication, Swing Line Loans and Letter of Credit Obligations) exceeding the Borrowing Base, in effect at such time, determined based upon the most recent Borrowing Base Certificate delivered (or required to be delivered) by Parent Borrower to Agent pursuant to Section 4.1(e).

(B)Notwithstanding anything to the contrary in the immediately preceding clause (A), so long as no Event of Default is continuing Parent Borrower or its Subsidiaries may reinvest such Net Proceeds of such Asset Dispositions, within three hundred sixty five (365) days of receipt thereof, in productive replacement assets of a kind then used or usable in the business of Parent Borrower or such Subsidiaries. If Parent Borrower or such Subsidiary does not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without Parent Borrower or such Subsidiary having reinvested such Net Proceeds in such productive replacement assets, Borrowers shall prepay the Revolving Credit Advances pro rata in an amount equal to such remaining Net Proceeds of such Asset Disposition; provided, that if any portion of such Net Proceeds are not so reinvested within such 365-day period but within such 365-day period are contractually committed pursuant to a legally binding agreement to be reinvested, then such Net Proceeds shall only be used to prepay Revolving Credit Advances upon the termination of such contract without the use of such Net Proceeds. Such prepayments shall be applied in accordance with Section 1.5(d).

(ii)Other Mandatory Prepayments.

(A)In the event that the sum of all Lenders’ Revolving Loans (including, without duplication, Swing Line Loans and Letter of Credit Obligations) exceeds the Borrowing Base then in effect other than as permitted pursuant to Section 1.1(a)(ii), Borrowers shall, without notice or demand, repay Revolving Loans in an aggregate amount sufficient to eliminate such excess.

(B)In the event that the aggregate Letter of Credit Obligations exceeds the L/C Sublimit then in effect, Borrowers shall, without notice or demand, within two (2) Business Days cancel

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outstanding Letters of Credit or cash collateralize outstanding Letter of Credit Obligations in an aggregate amount sufficient to eliminate such excess in an amount equal to 105% of the aggregate of such excess outstanding Letter of Credit Obligations.

(C)In the event that the outstanding Swing Line Loans exceed, other than as permitted pursuant to Section 1.1(a)(ii), the Swing Line Commitment then in effect, Borrowers shall, without notice or demand, within one (1) Business Day repay or prepay Swing Line Loans in an aggregate amount sufficient to eliminate such excess.

(iii)Prepayments from Equity Proceeds. Upon the sale or issuance by Holdings or any of its Subsidiaries of any of its equity interests to Wayzata or its Affiliates (other than any sales or issuances of equity interests to another Credit Party or to fund an acquisition) for net cash proceeds, in the aggregate for all such sales and issuances since the Closing Date, in excess of $50,000,000 but not greater than $75,000,000, the Borrowers shall make a corresponding reduction of the Revolving Loan Commitment and, if applicable, prepay the Revolving Credit Advances, in an amount equal to 25% of all net cash proceeds received therefrom and upon receipt of net cash proceeds in the aggregate for all such sales and issuances since the Closing Date in excess of $75,000,000 the Borrowers shall make a corresponding reduction of the Revolving Loan Commitment and, if applicable, prepay the Revolving Credit Advances, in an amount equal to 50% of all net cash proceeds received therefrom, in each case, immediately upon receipt thereof by Holdings or such Subsidiary (such prepayments to be applied in accordance with Section 1.5(d) below).

(d)Application of Proceeds. With respect to any prepayments made by Borrowers pursuant to Sections 1.5(a), 1.5(b), 1.5(c)(i) or 1.5(c)(iii), such prepayments shall be applied as follows: first, to interest then due and payable on the Swing Line Loan; second, to reduce the outstanding principal balance of the Swing Line Loan until the same has been repaid in full; third, pro rata among Lenders to interest then due and payable on Revolving Credit Advances; and fourth, pro rata among Lenders to the outstanding Revolving Credit Advances until the same has been repaid in full. Considering each type of Revolving Loan being prepaid separately, any such prepayment shall be applied first to Base Rate Loans before application to LIBOR Loans in a manner which minimizes any resulting LIBOR Breakage Fee.

(e)Notice of Prepayment. Parent Borrower shall notify the Agent by irrevocable written notice of any prepayment hereunder (i) in the case of prepayment of a Base Rate Loan, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment and (ii) in the case of prepayment of a LIBOR Loan, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment. Such notice shall be irrevocable. Each such notice shall specify the prepayment date, the principal amount of each Loan prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Agent shall advise the Lenders of the contents thereof.

(f)Letter of Credit Obligations. In the event any Letters of Credit are outstanding at the time that the Revolving Loan Commitment is terminated, Borrowers shall (1) deposit with Agent for the benefit of all Lenders cash in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations or provide a standby letter of credit (in form and substance and from an issuer reasonably satisfactory to Agent) in a face amount equal to 105% of the aggregate outstanding Letter of Credit Obligations, in each case to be available to Agent to reimburse payments of drafts drawn under such Letters of Credit and pay any Fees and expenses related thereto and (2) prepay the fee payable under Section 1.3(c) with respect to such Letters of Credit for the full remaining terms of such Letters of Credit.

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Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Parent Borrower on behalf of Borrowers.

1.6Maturity. All of the Obligations shall become due and payable as otherwise set forth herein, but in any event all of the remaining Obligations (other than contingent indemnification Obligations to the extent no unsatisfied claim has been asserted) under this Agreement and the Loan Documents shall become due and payable upon termination of this Agreement on the Commitment Termination Date or otherwise. Until all Obligations have been fully paid and satisfied (other than contingent indemnification obligations to the extent no unsatisfied claim has been asserted), the Revolving Loan Commitment has been terminated, all Letters of Credit have been terminated or otherwise secured to the reasonable satisfaction of Agent, Agent shall be entitled to retain the security interests in the Collateral granted under the Collateral Documents and the ability to exercise all rights and remedies available to Agent and the Secured Parties under the Loan Documents and applicable laws. Notwithstanding anything contained in this Agreement to the contrary, upon any termination of the Revolving Loan Commitment, all of the Obligations shall be due and payable.

1.7Eligible Accounts. All of the Accounts (other than Ineligible Accounts) owned by any Borrower reflected in the most recent Borrowing Base Certificate delivered by Parent Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement. The Decision Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its Permitted Discretion. An “Ineligible Account” shall mean an Account of any Borrower as to which any of the exclusionary criteria set forth below applies:

(a)that does not arise from the sale or lease of goods or the performance of services by such Borrower in the ordinary course of its business;

(b)(i) upon which the right of such Borrower to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever, (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract (other than a lease or rental agreement for Rental Fleet and Equipment in the ordinary course of business) under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(c)to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account but only to the extent of such offset;

(d)that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold or leased to or services rendered and accepted by the applicable Account Debtor;

(e)with respect to which an invoice, in form and substance reasonably acceptable to Agent, has not been sent to the applicable Account Debtor; provided that it is understood and agreed that Parent Borrower’s standard form invoice previously provided to Agent is acceptable;

(f)that (i) is not owned by such Borrower or (ii) is subject to any right, claim, security interest or other interest of any other Person, other than (A) Liens in favor of Agent, on behalf of itself and the Secured Parties or (B) Permitted Encumbrances that are junior in priority to the Liens of the Agent securing the Obligations, provided, that, with respect to any tax Lien

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having such priority, eligibility of such Accounts shall, without duplication, be reduced only by the amount of such tax Lien;

(g)that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party;

(h)that is the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting the assignment thereof with respect to such obligation;

(i)that is the obligation of an Account Debtor located (i) in a foreign country other than Canada unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer or (ii) in a state in which such Borrower is deemed to be doing business under the laws of such state and which denies creditors access to its courts in the absence of a qualification to transact business in such state or of the filing of any reports with such state, unless such Borrower has qualified as a foreign entity authorized to transact business in such state or has filed all required reports, except in the case of clause (ii) to the extent such Borrower may qualify subsequently as a foreign entity authorized to transact business in such state and gain access to such courts, without incurring any cost or penalty reasonably viewed by the Agent to be material in amount, and such later qualification cures any access to such courts to enforce payment of such Accounts;

(j)to the extent such Borrower is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any of its Subsidiaries but only to the extent of the potential offset;

(k)that arises with respect to goods that are delivered on a bill-and-hold basis, arises as a result of any consideration consisting of a credit received by such Borrower or any of its Subsidiaries in connection with any Trade-In Transaction, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;

(l)that is in default; provided that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following:

(i)the Account is not paid within the earlier of sixty (60) days following its due date or ninety (90) days following its original invoice date;

(ii)the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

(iii)a petition is filed by or against any Account Debtor obligated upon such Account under any Bankruptcy Law;

(m)that is the obligation of an Account Debtor if 50% or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in this Section 1.7;

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(n)as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien, provided that, with respect to any tax Lien having priority, eligibility of such Accounts shall, without duplication, be reduced only by the amount of such tax Lien;

(o)as to which any of the representations or warranties in the Loan Documents are untrue;

(p)to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper (other than any Account evidenced by a lease or rental agreement for Rental Fleet and Equipment) unless (i) such Chattel Paper or Instrument is not required to be delivered to Agent pursuant to the Security Agreement or (ii) if such Chattel Paper or Instrument is required to be delivered to Agent pursuant to the Security Agreement, such Chattel Paper or Instrument has been so delivered;

(q)to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination, exceeds 15% of all Eligible Accounts of such Borrower except as may otherwise be agreed to by Agent in its sole discretion;

(r)that is payable in any currency other than Dollars;

(s)in the case of any Rental Payment, is not subject to a written lease agreement;

(t)in the case of any Rental Payment, is not subject to a first priority security interest in favor of Agent for the benefit of the Secured Parties, perfected by possession of all Chattel Paper related to such Rental Payment (to the extent possession of such Chattel Paper is required by the Security Agreement) or by the filing of a financing statement, which financing statement indicates that a purchase of or security interest in such Chattel Paper by or in favor of any Person other than Agent is in violation of the rights of Agent;

(u)with respect to which such Borrower has made an agreement with the Account Debtor to extend the time of payment thereof; or

(v)that represents, in whole or in part, a billing for interest, fees or late charges, provided that such Account shall be ineligible only to the extent of the amount of such billing.

1.8[Reserved].

1.9Eligible Rental Fleet and Equipment. All of the Rental Fleet and Equipment (other than Ineligible Rental Fleet and Equipment) owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by Parent Borrower to Agent shall be “Eligible Rental Fleet and Equipment” for purposes of this Agreement. The Decision Agent shall have the right to establish, modify, or eliminate Reserves against Eligible Rental Fleet and Equipment from time to time in its Permitted Discretion. “Ineligible Rental Fleet and Equipment” shall mean Rental Fleet and Equipment as to which any of the exclusionary criteria set forth below applies:

(a)is not Rental Fleet and Equipment;

(b)is not classified as “rental equipment, net” on Holdings’ balance sheet;

(c)is not owned by such Borrower free and clear of all Liens (including Liens securing Purchase Money Obligations) and rights of any other Person (including the rights of a

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purchaser that has made progress payments and the rights of a surety that has issued a bond to assure performance by such Borrower with respect to that Inventory), except the Liens in favor of Agent, on behalf of itself and the Secured Parties, and Permitted Encumbrances that are junior in priority to the Liens of Agent securing the Obligations (other than any bailee, warehouseman, landlord or similar non-consensual Liens having priority by operation of law to the extent subclauses (ii) or (iii) of clause (d) below is satisfied with respect to the relevant Rental Fleet and Equipment), provided that, with respect to any tax Lien having priority, eligibility of such Rental Fleet and Equipment shall, without duplication, be reduced only by the amount of such tax Lien;

(d)(i) is not (A) located on premises owned, leased or rented by such Borrower located in a state of the United States or the District of Columbia or (B) being leased by a customer of such Borrower and used by such customer at a location of such customer in a state of the United States or the District of Columbia pursuant to the terms of a rental agreement entered into between such customer and such Borrower; (ii) is stored at a leased location, unless Agent has given its prior consent thereto or unless (A) a reasonably satisfactory landlord waiver has been delivered to Agent or (B) a Rent Reserve has been established with respect thereto; or (iii) is stored with a bailee or warehouseman or is in a processor or converter facility unless a reasonably satisfactory, acknowledged bailee letter or other agreement waiving or subordinating all Liens and claims by such Person to the Liens of Agent or a Rent Reserve has been established with respect thereto;

(e)is placed on consignment or is in transit or is being serviced, except for Rental Fleet and Equipment in transit or being serviced in the United States or the District of Columbia as to which Agent’s Liens in such Inventory remain perfected without any further action by Agent;

(f)is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favor of Agent and the Secured Parties, and Permitted Encumbrances that are junior in priority to the Liens of the Agent securing the Obligations (other than any bailee, warehouseman, landlord or similar non-consensual Liens having priority by operation of law to the extent subclauses (ii) or (iii) of clause (d) above is satisfied with respect to the relevant Rental Fleet and Equipment), provided that, with respect to any tax Lien having priority, eligibility of such Rental Fleet and Equipment shall, without duplication, be reduced only by the amount of such tax Lien;

(g)is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale;

(h)is not held for sale, lease or use in the ordinary course of business of such Borrower;

(i)is not subject to a first priority Lien in favor of Agent on behalf of itself and the Secured Parties, provided that, with respect to any tax Lien having priority, eligibility of such Rental Fleet and Equipment shall, without duplication, be reduced only by the amount of such tax Lien;

(j)breaches any of the representations or warranties pertaining to Rental Fleet and Equipment set forth in the Loan Documents;

(k)consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;

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(l)is not covered by casualty insurance (subject to customary deductibles);

(m)is held by such Borrower under a Vendor Lease or any other lease where a Credit Party is a lessee;

(n)is being leased to a third party as lessee (i) which has commenced a voluntary case or has consented to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case, under the Bankruptcy Code or (ii) with respect to which a court has entered a decree or order for relief in an involuntary case under the Bankruptcy Code;

(o)is non-serialized Rental Fleet and Equipment;

(p)which is not segregated or separated identifiably from goods of third parties stored on the same premises as such Rental Fleet and Equipment; or

(q)which does not meet the applicable standards imposed by any Governmental Authority.

1.10[Reserved]

1.11Loan Accounts. Agent shall maintain a loan account (the “Loan Account”) on its books to record: all Advances, all payments made by Borrowers, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent’s most recent printout or other written statement, shall, absent manifest error, be conclusive evidence of the amounts due and owing to Agent and Lenders by Borrowers; provided that any failure to so record or any error in so recording shall not limit or otherwise affect Borrowers’ duty to pay the Obligations. Notwithstanding any provision herein contained to the contrary, any Lender may elect (which election may be revoked) to dispense with the issuance of Notes to that Lender and may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it.

1.12Yield Protection; Illegality.

(a)Capital Adequacy and Other Adjustments. In the event that any Lender shall have reasonably determined that the adoption after the Restatement Effective Date of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, liquidity, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, liquidity, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrowers shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided, however, that Borrowers shall not be required to compensate any Lender pursuant to this paragraph for any amounts incurred more than ninety (90) days prior to the date that such Lender notifies Parent Borrower of such Lender’s intention to claim compensation therefor, and provided, further, that if

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the circumstances giving rise to such claim have a retroactive effect, then such ninety (90) day period shall be extended to include the period of such retroactive effect. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Parent Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

(b)Increased LIBOR Funding Costs; Illegality. Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law, rule, regulation, treaty or directive (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to make or to continue to fund or maintain any LIBOR Loan, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to Parent Borrower through Agent, (i) the obligation of such Lender to agree to make or to make or to continue to fund or maintain LIBOR Loans shall terminate and (ii) Borrowers shall forthwith prepay in full all outstanding LIBOR Loans owing by Borrowers to such Lender, together with interest accrued thereon, unless Parent Borrower on behalf of Borrowers, within five (5) Business Days after the delivery of such notice and demand, converts (to the extent such LIBOR Loans may be converted) all such LIBOR Loans into Base Rate Loans. If, after the Restatement Effective Date, the introduction of, change in or interpretation of any law, rule, regulation, treaty or directive would impose or increase reserve requirements (other than as taken into account in the definition of LIBOR) or otherwise increase the cost (except for any Taxes) to any Lender of making or maintaining a LIBOR Loan, then Borrowers shall from time to time within fifteen (15) days after notice and demand from Agent to Parent Borrower (together with the certificate referred to in the next sentence) pay to Agent, for the account of all such affected Lenders, additional amounts sufficient to compensate such Lenders on an after tax basis for such increased cost; provided, however, that Borrowers shall not be required to compensate any Lender pursuant to this paragraph for any amounts incurred more than ninety (90) days prior to the date that such Lender notifies Parent Borrower of such Lender’s intention to claim compensation therefor, and provided, further, that if the circumstances giving rise to such claim have a retroactive effect, then such ninety (90) day period shall be extended to include the period of such retroactive effect. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by Agent on behalf of all such affected Lenders to Parent Borrower shall, absent manifest error, be final, conclusive and binding for all purposes.

(c)Change of Lending Office. Each Lender agrees that upon the occurrence of any event giving rise to the operation of clauses (a) and (b) above or Section 1.13(a) below with respect to such Lender, it will, if requested by Parent Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office no economic, legal or regulatory disadvantage; and provided, further, that nothing in this clause (c) shall affect or postpone any of the obligations of Parent Borrower or the other Borrowers or the rights of any Lender pursuant to clauses (a) and (b) above or Section 1.13(a) below.

(d)Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be the adoption of or the introduction of or any change in any law, rule, regulation, treaty or directive (or any change in the interpretation thereof) for all purposes of Section 1.12 and Section 1.13 of this Agreement, regardless of the date enacted, adopted or issued

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1.13Taxes.

(a)No Deductions. Subject to the immediately succeeding sentences and Section 1.13(e) below, any and all payments or reimbursements by any Credit Party made hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes, and all liabilities with respect thereto of any nature whatsoever imposed by any taxing authority, excluding (i) such Taxes to the extent imposed on Agent’s or a Lender’s net income (including franchise taxes imposed in lieu of net income taxes) by the jurisdiction in which Agent or such Lender is organized or is engaged in business (including the jurisdiction in which a principal office or applicable lending office is located) or as a result of a present connection between the Lender or Agent and the jurisdiction of a taxing authority (other than any business or connection arising solely from having executed, delivered, been a party to or performed its obligations or received any payments under, enforced or engaged in any other transactions pursuant to any Loan Document), (ii) any United States federal withholding tax imposed pursuant to FATCA, (iii) any United States federal backup withholding Tax imposed under Section 3406 of the IRC and (iv) any United States federal withholding tax resulting from a Lender’s failure to comply with Section 1.13(c) (the Taxes described in clauses (i)-(iv) above and United States federal withholding tax excluded from the gross up pursuant to the last sentence of this Section 1.13(a), collectively “Excluded Taxes”). Except as otherwise provided in this Section 1.13, if any applicable withholding agent shall be required by current or future law to deduct any such amounts from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or Agent, then the sum payable by the applicable Credit Party shall be increased as may be necessary so that, after all required deductions have been made, such Lender (or in the case of any payment being made to Agent for its own account, the Agent) receives an amount equal to the sum it would have received had no such deductions been made. All required deductions shall be complied with and paid over to the relevant taxing authority or other Governmental Authority in accordance with applicable law. Notwithstanding the foregoing, no Credit Party shall have any obligation to increase the sum payable hereunder or under any other Loan Document (or pay additional amounts) pursuant to this Section 1.13(a) with respect to any United States federal withholding taxes that would apply to a payment hereunder or under any other Loan Document made to any Lender (or to the Agent on behalf of such Lender) that are required by any applicable law in effect (i) when such Lender became a Lender or (ii) immediately after such Lender changes its applicable lending office, except to the extent that (x) where the Lender is an assignee, such Lender’s assignor was entitled, immediately prior to the assignment to such Lender, to additional amounts in respect of such taxes or (y) where the Lender changes its applicable lending office, such Lender was entitled to additional amounts in respect of such taxes immediately prior to such change in lending office.

(b)Changes in Laws. In the event that, subsequent to the Restatement Effective Date, any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof or any new law, regulation, treaty or directive enacted or any interpretation or application thereof:

(i)does or shall subject Agent or any Lender to any Tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder or thereunder, or change the basis of taxation of payments to Agent or such Lender of principal, fees, interest or any other amount payable under any Loan Document (except, in each case, for Excluded Taxes and any Taxes that are subject to gross up, indemnification or other payment pursuant to Section 1.13(a), 1.13(f) or 1.13(g)); or

(ii)does or shall impose on Agent or any Lender any other condition or increased cost (other than Taxes) in connection with the transactions contemplated hereby or participations herein;

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and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing any Letter of Credit or making or continuing any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder or under any Loan Document, then, in any such case, subject to Section 1.13(c) below and without duplication, Borrowers shall promptly pay to Agent or such Lender, upon its demand, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this Section 1.13(b), it shall promptly notify Parent Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Parent Borrower (with a copy to Agent) shall, absent manifest error, be final, conclusive and binding for all purposes.

(c)Tax Documentation.

(i)Prior to becoming a Lender under this Agreement and from time to time thereafter upon the reasonable request of Parent Borrower or Agent, each Lender organized under the laws of a jurisdiction outside the United States (a “Foreign Lender”), to the extent it is legally entitled to do so, shall provide to Parent Borrower and Agent any of the following forms applicable to such Lender (i) a properly completed and executed IRS Form W-8BEN (claiming a complete exemption or a reduction under an applicable treaty) or Form W-8ECI plus any additional form, certificate or document or a successor form prescribed by the IRS, certifying as to such Foreign Lender’s entitlement to a complete exemption from or a reduction in United States federal withholding tax with respect to payments to be made to such Foreign Lender under any Loan Document, (ii) in the case of a Foreign Lender that is not a “bank” (within the meaning of Section 881(c)(3)(A) of the IRC) and meets the qualifications under the “portfolio interest” exemption rules, a properly completed and executed IRS Form W-8BEN (or applicable successor form) and a written certificate to the effect that such Foreign Lender is eligible for a complete exemption with respect to payments of interest under Section 871(h) or 881(c) of the IRC (in each case, a “Certificate of Exemption”) or (iii) where the Lender is not the beneficial owner for tax purposes (e.g., where the Lender is a partnership or has sold a participation), a properly completed and executed IRS Form W-8IMY (or applicable successor form), together with all required attachments with respect to the beneficial owners (including applicable IRS Forms W-8 and W-9, or their respective applicable successor forms) and, where one or more of the beneficial owners is claiming the “portfolio interest” exemption, Certificates of Exemption from each such beneficial owner (provided that, where the Lender is a partnership and not a participating lender, the Lender may provide any applicable Certificates of Exemption on behalf of its partners). In addition, each Lender shall from time to time, upon the reasonable written request of any Credit Party or Agent, provide other certificates or forms that are necessary in order for payments made hereunder or under the Notes to be qualified for an exemption from, or a reduction in, withholding taxes or deductions.

(ii)To the extent it is legally entitled to do so, each Lender that is a United States person within the meaning of Section 7701(a)(30) of the IRC shall provide to Parent Borrower and Agent, prior to becoming a Lender under this Agreement and from time to time thereafter upon the reasonable request of Parent Borrower or Agent, a properly completed and executed IRS Form W-9 (or applicable successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax.

(iii)Upon the occurrence of any event that renders any prior documentation provided by a Lender obsolete, inaccurate or invalid, or upon the expiration of any such prior

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documentation, such Lender shall promptly provide Parent Borrower and Agent with updated documentation or promptly notify Parent Borrower and Agent that such Lender is unable to do so.

(iv)For the avoidance of doubt, no Lender shall be required to deliver any documentation under this Section 1.13(c) that such Lender is not legally eligible to deliver.

(d)If a Credit Party is required to increase the sum payable hereunder (or pay additional amounts) to any Lender or Agent pursuant to this Section 1.13, such Lender or Agent shall, at the request and expense of the Credit Party, change the jurisdiction of its applicable lending office if such change (i) will eliminate or reduce any such increase in the payment obligation (or additional amounts) and (ii) is, in such Lender’s reasonable judgment, determined not to be materially disadvantageous to such Lender.

(e)To the extent any Lender has received (as determined by such Lender in its reasonable judgment) any refund of any taxes with respect to which any Credit Party paid an increased sum or additional amounts pursuant to this Section 1.13, such Lender shall pay the amount of such tax refund (net of any expenses) to such Credit Party; provided that such Credit Party shall repay such amount to such Lender (with any interest and penalties charged by the taxing authority) if the amount of the refund is required to be repaid to the relevant taxing authority.

(f)In addition, the Credit Parties agree to pay any current or future stamp or documentary Taxes or any other excise or property Taxes, charges, assessments or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder (“Other Taxes”).

(g)Each Credit Party agrees to indemnify each Lender and Agent for the full amount of non-Excluded Taxes and Other Taxes paid by such Lender or Agent, as the case may be, and any liability (including penalties, interest and expenses other than penalties, interest and expenses resulting from the Lender’s gross negligence or willful misconduct) arising therefrom or with respect thereto, whether or not such non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant taxing authority. Such indemnification shall be made within thirty (30) days after the date any Lender or Agent, as the case may be, makes written demand therefor.

(h)Within thirty (30) days after the date of any payment of Taxes or Other Taxes withheld or paid by a Credit Party in respect of any payment to any Lender (or assignee Lender) or Agent, the Credit Party will furnish to Agent, at its address for notices specified in Section 9.3 hereof, the original or a certified copy of any available receipt evidencing payment thereof or other evidence of payment reasonably satisfactory to the Agent.

(i)For purposes of this Section 1.13, the term “Lender” shall include any Swing Line Lender and L/C Issuer.

1.14Incremental Revolving Commitments.

(a)At any time following the Restatement Effective Date, the Parent Borrower on behalf of the Borrowers may by written notice to Agent and with the consent of the Agent elect to request the establishment of an increase in Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”), by an aggregate amount not in excess of $25,000,000 in the aggregate. Any such notice shall specify the date (the “Increased Amount Date”) on which the Parent Borrower on behalf of the Borrowers proposes that the Incremental Revolving Loan Commitments shall be effective, which shall be

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a date not less than ten Business Days after the date on which such notice is delivered to the Agent. The Parent Borrower may approach any Lender or any other Qualified Assignee to provide all or a portion of the Incremental Revolving Loan Commitments; provided that (x) any Lender offered or approached to provide all or a portion of the Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Loan Commitment and (y) any Incremental Revolving Loan Lender which is not an existing Lender shall be subject to the approval of the Agent, the L/C Issuer, the Swing Line Lender and the Borrowers (which approval shall not be unreasonably withheld or delayed). Such Incremental Revolving Loan Commitments shall become effective, as of the Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Loan Commitments, as applicable; (ii) the Incremental Revolving Loan Commitments shall be effected pursuant to one or more joinder agreements executed and delivered by the Borrowers and Agent, and each of which shall be recorded in the register; (iii) the Parent Borrower on behalf of the Borrowers shall make any payments required pursuant to Section 1.3 in connection with the Incremental Revolving Loan Commitments, as applicable; and (iv) the Parent Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction.

(b)On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (x) (i) each of the Lenders with Revolving Loan Commitments shall assign to each Lender with an Incremental Revolving Loan Commitment (each, an “Incremental Revolving Loan Lender”) and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Loan Commitments, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such Incremental Revolving Loan Commitments to the Revolving Loan Commitments or (ii) other actions, as reasonably determined by the Agent, Lenders and the Borrowers, may be taken to achieve the ratable effect of the foregoing clause (i), (y) each Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (z) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Loan Commitment and all matters relating thereto.

(c)The terms and provisions of the Incremental Revolving Loans and Incremental Revolving Loan Commitments shall be identical to the Revolving Loans and the Revolving Loan Commitments.

(d)Any joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this Section 1.14.

SECTION 2.

AFFIRMATIVE COVENANTS

Each Credit Party executing this Agreement jointly and severally agrees as to all Credit Parties that from and after the Closing Date and until the Termination Date:

2.1Compliance with Laws and Contractual Obligations. Each Credit Party will (a) comply with and shall cause each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, laws, rules,

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regulations and orders relating to taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters and employee health and safety) as now in effect and which may be imposed in the future in all jurisdictions in which any Credit Party or any of its Subsidiaries is now doing business or may hereafter be doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and except for such Contractual Obligations being diligently contested in good faith, and (b) maintain or obtain and shall cause each of its Subsidiaries to maintain or obtain all rights, franchises, licenses, qualifications and permits now held or hereafter required to be held by such Credit Party or any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP, subject in the case of any Lien in connection therewith, to the terms and conditions of Section 3.2.

2.2Insurance; Damage to or Destruction of Collateral.

(a)The Credit Parties shall, at their sole cost and expense, maintain with financially sound and reputable insurance companies, or through self-insurance, insurance on all their property in at least such amounts and against at least such risks (but including in any event public liability coverage) as are usually insured against in the same general area by companies engaged in the same or a similar business; provided, notwithstanding any industry standard, any amount of self-insurance shall be commercially reasonable and must be reasonably satisfactory to Agent. Such policies of insurance shall contain provisions pursuant to which the insurer agrees to (i) name Agent, for its benefit and the benefit of the Secured Parties, as additional insured, (ii) in the case of all property insurance policies, name the Agent as lender loss payee, (iii) in the case of all property insurance policies, provide a breach of warranty in favor of Agent and the Secured Parties, (iv) provide for a waiver of subrogation in favor of Agent and the Secured Parties and (v) provide thirty (30) days prior written notice to Agent in the event of any non-renewal, cancellation or amendment of any such insurance policy. If any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto that Agent deems advisable. Agent shall have no obligation to obtain insurance for any Credit Party or pay any premiums therefor. By doing so, Agent shall not be deemed to have waived any Default or Event of Default arising from any Credit Party’s failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by Borrowers to Agent and shall be additional Obligations hereunder secured by the Collateral. Without limiting the generality of the foregoing, Borrowers will maintain or cause to be maintained flood insurance with respect to each Mortgaged Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System.

(b)Upon the reasonable request of Agent, each Credit Party shall deliver to Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Agent, with respect to its insurance policies.

(c)Each Credit Party shall deliver to Agent, at the time of the applicable policy renewal, in form and substance reasonably satisfactory to Agent, certificates of insurance evidencing

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(i) all “All Risk” policies naming Agent, on behalf of itself and the Secured Parties, as additional insured and loss payee, with a breach of warranty in favor of Agent and the Secured Parties, (ii) all general liability and other liability policies naming Agent, for the benefit of itself and the Secured Parties, as additional insured and (iii) waiver of subrogation and thirty (30) days notice of cancellation for all insurance policies. Each Credit Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent), so long as (i) any Event of Default has occurred and is continuing or the casualty giving rise to such insurance proceeds could reasonably be expected to result in a Material Adverse Effect and (ii) the anticipated insurance proceeds exceed $5,000,000 (an “Insurance Trigger Event”), as each Credit Party’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such “All Risk” policies of insurance, endorsing the name of each Credit Party on any check or other item of payment for the proceeds of such “All Risk” policies of insurance and for making all determinations and decisions with respect to such “All Risk” policies of insurance. Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power of attorney. Parent Borrower shall promptly notify Agent of any loss, damage or destruction to the Collateral in the amount of $5,000,000 or more ($1,000,000 or more in the case of Collateral included within the calculation of the Borrowing Base), whether or not covered by insurance. If the Agent receives any insurance proceeds following an Insurance Trigger Event, after deducting from any insurance proceeds the expenses, if any, incurred by Agent in the collection or handling thereof, Agent may, at its option, apply such proceeds to the reduction of the Obligations in accordance with Section 1.5(d).

2.3Inspection. Each Credit Party shall permit any authorized representatives of Agent to visit, audit and inspect any of the properties of such Credit Party and its Subsidiaries, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during normal business hours and upon reasonable notice to the applicable Credit Party, and as often as may be reasonably requested. Representatives of each Lender will be permitted to accompany representatives of Agent during each visit, inspection and discussion referred to in the immediately preceding sentence, at the expense of such Lender or, following an Event of Default, at the expense of such Credit Party. The obligations of the Credit Parties set forth in this Section 2.3 are subject to the limitations and other provisions set forth in Section 4.1(f).

2.4Organizational Existence. Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence.

2.5Environmental Matters. Each Credit Party (a) shall and shall cause its Subsidiaries and shall take commercially reasonable steps to cause each tenant, subtenant contractor, subcontractor and invitee of any of them to conduct its operations and keep and maintain its Real Estate in compliance with all Environmental Laws and Environmental Permits other than noncompliance that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, including without limitation perform all investigation, remediation, removal and response actions that are necessary to comply with Environmental Laws and Environmental Permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Material on, at, in, under, above, to, from or about any of its Real Estate; and (b) shall notify Agent promptly after such Credit Party or any of its Subsidiaries becomes aware of any violation of Environmental Laws or Environmental Permits or any Release on, at, in, under, above, to, from or about any Real Estate that is reasonably likely to result in Environmental Liabilities to a Credit Party or its Subsidiaries in excess of $5,000,000. If Agent at any time has a reasonable basis to believe that there may be a violation of any Environmental Laws or Environmental Permits by any Credit Party or any Subsidiary, tenant, subtenant, contractor, subcontractor or invitee of such Credit Party or any Subsidiary or any Environmental Liability arising

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thereunder, or a Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate, that, in each case, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, then Parent Borrower shall, upon Agent’s written request cause the performance of such environmental assessments reasonably necessary to evaluate the alleged noncompliance or Release (which in the event of a potential Release may include subsurface sampling of soil and groundwater) and preparation of such environmental reports, at Borrowers’ expense, as Agent may from time to time reasonably request, which shall be conducted by reputable environmental consulting firms reasonably acceptable to Agent and shall be in form and substance reasonably acceptable to Agent. If an environmental assessment requested by Agent pursuant to the preceding sentence is not initiated within thirty (30) Business Days following receipt of Agent’s request therefor, then each Credit Party and its Subsidiaries shall permit Agent or its representatives to have access to the parcel of Real Estate where the alleged violation or Release occurred for the purpose of conducting such environmental assessments and sampling; provided that any such environmental assessment or sampling shall be conducted in such a manner as to minimize interference with the conduct of the Credit Parties’ operations and Agent shall use commercially reasonable efforts to conduct such environmental assessment or sampling in such a manner that would not result in a material violation of any lease relating to such Real Estate. Borrowers shall reimburse Agent for the costs of such assessments and samples and the same will constitute a part of the Obligations secured hereunder. The Credit Parties may require that prior to entry on any Real Estate any representative of Agent that will conduct sampling shall present evidence of reasonable general liability and professional liability insurance.

2.6Landlords’ Agreements, Bailee Letters and Real Estate Purchases.

(a)Each Credit Party shall use commercially reasonable efforts to obtain a landlord’s waiver and consent agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located in a Landlord Lien State, which agreement or letter shall be reasonably satisfactory in form and substance to the Decision Agent (any such agreement or letter delivered prior to the Restatement Effective Date shall be deemed reasonably satisfactory in form and substance to the Decision Agent). Without limiting any other rights Decision Agent may have to establish Reserves with respect to such locations or warehouse space leased or owned as of the Restatement Effective Date, if the Decision Agent has not received a landlord’s agreement or bailee letter on or prior to the Restatement Effective Date (or such later date as may be agreed to by Agent in its sole discretion), the Collateral at that location in a Landlord Lien State shall, in the Decision Agent’s Permitted Discretion, be subject to a Rent Reserve (without duplication of existing Reserves).

(b)If after the Restatement Effective Date, any Credit Party or any of its Subsidiaries (i) enters into a lease for real property or warehouse space or (ii) establishes arrangements or enters into Contractual Obligations pursuant to which Rental Fleet and Equipment shall be shipped to a processor or converter, such Credit Party or Subsidiary, as the case may be, shall use commercially reasonable efforts to cause a landlord’s waiver and consent agreement or bailee letter, as appropriate, to be obtained with respect to such location in a Landlord Lien State in form and substance reasonably satisfactory to the Decision Agent; provided that unless and until such time as such landlord’s waiver and consent agreement or bailee letter, as appropriate, shall be obtained and delivered to Agent, each of the Credit Parties agrees that the Decision Agent shall be permitted (i) in the case of any leased real property, to establish a Rent Reserve in respect of such location and (ii) in the case of Rental Fleet and Equipment located at any warehouse facility or shipped to any processor or converter, to exclude such Rental Fleet and Equipment from the Borrowing Base or establish a Rent Reserve (but not both). Each Credit Party shall and shall cause its Subsidiaries to timely and fully pay and perform their material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Rental Fleet and Equipment is or may be located.

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2.7Conduct of Business. Each Credit Party shall at all times maintain, preserve and protect all of its assets and properties necessary for the conduct of its business, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices; and transact business only in such corporate and trade names as are set forth in Schedule 2.7 to the Existing Credit Agreement (as amended) or other names notified to Agent in accordance with the Loan Documents.

2.8Further Assurances.

(a)Borrowers and Holdings shall, from time to time, execute such guaranties, financing statements, documents, security agreements and reports as the Decision Agent at any time may reasonably request to evidence, perfect or otherwise implement the guaranties and security for repayment of the Obligations contemplated by the Loan Documents.

(b)In the event a Borrower or Holdings acquires an interest in real property after the Restatement Effective Date, with a recently appraised fair market value in excess of $5,000,000 within ninety (90) days of the acquisition thereof (or such later date as may be agreed to by the Decision Agent) such Person shall deliver to Agent a fully executed mortgage or deed of trust over such real property in form and substance reasonably satisfactory to the Decision Agent, together with such title insurance policies, surveys, evidence of insurance, legal opinions and other documents and certificates as shall be reasonably required by the Decision Agent.

(c)Parent Borrower and each other Credit Party shall (i) cause each Person, upon its becoming a Wholly Owned Domestic Subsidiary of Parent Borrower (other than Neff Finance and any Subsidiary that is a Subsidiary of a Foreign Subsidiary), promptly to execute and deliver to Agent a Joinder Agreement and (A) become party to this Agreement as a Credit Party pursuant to such Joinder Agreement and (B) to grant to Agent, for the benefit of Agent and the Secured Parties, a security interest in the real, personal and mixed property of such Person to secure the Obligations and to become party to the Security Agreement and the Pledge Agreement, as applicable, in each case by executing and delivering a Joinder Agreement to Agent, and take all actions required by the applicable Collateral Documents to perfect such security interest and (ii) pledge, or cause to be pledged, to Agent all of the Stock of such Subsidiary, in each case, to secure the Obligations. The documentation required pursuant to the foregoing sentence shall be accompanied by such certificates, legal opinions and other documents as may be reasonably requested by the Decision Agent. Notwithstanding the foregoing, the provisions of this clause (c) shall not apply to assets as to which the Decision Agent shall have determined in writing in its reasonable discretion, after consultation with Parent Borrower, that the costs and burdens of obtaining a security interest are excessive in relation to the value of the security afforded thereby. Notwithstanding anything to the contrary in this Section 2.8(c) or elsewhere in this Agreement or any other Loan Document, Neff Finance shall not be required to execute a Joinder Agreement and become a Credit Party hereunder, or to grant to Agent, for the benefit of Agent and the Secured Parties, a security interest in its real, personal and mixed property to secure the Obligations or become party to the Security Agreement or the Pledge Agreement.

(d)After the acquisition by Parent Borrower or any of its Subsidiaries of assets or personal property of the type that would have constituted Collateral on the Closing Date, including investments of the type that would have constituted Collateral on the Closing Date, Parent Borrower will take, or will cause its Subsidiaries to take, all necessary action, including (i) the filing of appropriate financing statements under the applicable provisions of the Code, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, (ii) to the extent required by Section 2.9, the execution and delivery of Control Agreements and (iii) to the extent required

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by the Security Agreement, the notation of the Lien of Agent on any certificate of title for Collateral constituting Eligible Rental Fleet or Equipment, in each case, to create and perfect a first priority Lien in such Collateral pursuant to and to the full extent required by this Agreement or any of the Collateral Documents. Notwithstanding the foregoing, the provisions of this clause (d) shall not apply to assets as to which the Decision Agent shall have determined in writing in its reasonable discretion, after consultation with Parent Borrower, that the costs and burdens of obtaining a security interest are excessive in relation to the value of the security afforded thereby.

(e)Notwithstanding anything to the contrary in this Section 2.8, with respect to any Subsidiary of Parent Borrower which becomes a Credit Party at any time after the Closing Date or any assets acquired by any Credit Party after the Closing Date in connection with a Permitted Acquisition, the Accounts and the Rental Fleet and Equipment of such new Credit Party or in respect of such newly acquired assets, as applicable, shall not be included in the Borrowing Base until (i) Agent shall have conducted such appraisals, audits, evaluations and/or inspections of such Collateral as the Decision Agent shall deem reasonably necessary or advisable with respect to such Collateral and (ii) Holdings, Parent Borrower and such Subsidiary shall have complied with the requirements of this Section 2.8.

2.9Control Agreements.

(a)Each of Holdings and Parent Borrower shall, and shall cause each other Credit Party to (i) enter into Control Agreements with respect to each deposit account, securities account and commodities account maintained by Holdings, Parent Borrower or any such Credit Party as of or after the Closing Date, (ii) deposit in a deposit account subject to a Control Agreement all cash received on each Business Day and (iii) not establish or maintain any deposit account, securities account or commodities account unless such deposit account, securities account or commodities account is subject to a Control Agreement as provided in Section 3.14, in each case, other than (A) any payroll account so long as such payroll account is a zero balance account, (B) any disbursement account so long as the cash and Cash Equivalents on deposit in such disbursement account shall not exceed $100,000 at any time, (C) cash and Cash Equivalents on deposit in or credited to the balance of withholding tax, trust and other fiduciary accounts and (D) petty cash accounts not to have more than $50,000 on deposit in the aggregate at any time. Each such Control Agreement shall be in form and substance reasonably satisfactory to the Decision Agent (it being understood that the control agreements of the Credit Parties in place as of the Restatement Effective Date are in form and substance reasonably satisfactory). Each Credit Party shall enter into and maintain with one or more banks and pursuant to agreements in form and substance reasonably satisfactory to the Decision Agent, lock box arrangements.

(b)Each of Holdings and Parent Borrower shall, and shall cause each Credit Party, to (i) direct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible to make payment to the applicable Credit Party directly to a lockbox account or other deposit account subject to a Control Agreement and (ii) deposit in a deposit account or securities account (as applicable) subject to a Control Agreement promptly (but in any event within three (3) Business Days) upon receipt all Proceeds (as defined in the Code) of such Accounts and General Intangibles received by Holdings, Parent Borrower or any such Credit Party from any other Person.

(c)Notwithstanding anything to the contrary in the foregoing clauses (a) or (b), it is understood and agreed that:

(i)Agent shall not deliver a notice of control or other similar notice to any depository institution, securities intermediary or commodities intermediary, as applicable, pursuant to any Control Agreement unless (A) an Event of Default shall be continuing or (B) Excess Availability is less than (x) for five (5) consecutive Business Days the greater of (i) 12.5%

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of the aggregate Revolving Loan Commitments then in effect and (ii) $35.0 million or (y) at any time 10% of the Revolving Loan Commitments of all Lenders then in effect; and

(ii)if an Event of Default shall be continuing or Excess Availability is less than (x) for five (5) consecutive Business Days the greater of (A) 12.5% of the aggregate Revolving Loan Commitments then in effect and (B) $35.0 million or (y) at any time 10% of the Revolving Loan Commitments of all Lenders then in effect, and, in each case, a control notice or similar notice has been given by Agent in accordance with the applicable Control Agreement and the immediately preceding clause (i), amounts deposited in or credited to deposit accounts, securities accounts or commodities accounts subject to Control Agreements or credited to the lock-box account will be transferred on a daily basis to the Concentration Account and shall not be available to the applicable Credit Party.

2.10Business and Properties. The Credit Parties shall do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, Patents, Copyrights, Trademarks and trade names reasonably useful to the conduct of their business except where the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable requirements of law and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and at all times maintain, preserve and protect all property reasonably useful to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times except where the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 3.

NEGATIVE COVENANTS

Each Credit Party executing this Agreement jointly and severally agrees as to all Credit Parties that from and after the Closing Date until the Termination Date:

3.1Indebtedness. The Credit Parties shall not and shall not cause or permit their Subsidiaries directly or indirectly to create, incur, assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness except:

(a)the Obligations;

(b)intercompany Indebtedness to the extent permitted pursuant to Section 3.3(b) or Section 3.3(m);

(c)Indebtedness existing prior to the Closing Date and set forth in Schedule 3.1(c) to the Existing Credit Agreement;

(d)Indebtedness in respect of the Second Lien Notes and any Parity Lien Debt and guarantees by the Credit Parties and Neff Finance in respect thereof and any Indebtedness issued, incurred or otherwise obtained in exchange for, or to renew, replace or refinance, in whole or

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part, the Second Lien Notes or any Parity Lien Debt (or any such exchanged, renewed, replaced or refinanced Indebtedness) and guarantees by the Credit Parties and Neff Finance thereof; provided that in the case of any such renewal, replacement, exchange or refinancing (i) such exchanging, renewing, replacing or refinancing Indebtedness is in an original aggregate principal amount (or accreted value, if applicable) not greater than the original aggregate principal amount (or accreted value, if applicable) of the Second Lien Notes or Parity Lien Debt (or any such exchanged, renewed, replaced or refinanced Indebtedness), as applicable, except by an amount not greater than the unpaid accrued interest and premium thereon plus other reasonable amounts paid (including tender premium), and fees, costs and expenses (including upfront fees and original issue discount) incurred, in connection with such exchanging, renewing, replacing or refinancing Indebtedness, (ii) such Indebtedness has the same or a later final maturity than the maturity date of the Second Lien Notes or any such Parity Lien Debt (or any such exchanged, renewed, replaced or refinanced Indebtedness), as applicable, and a weighted average life to maturity equal to or greater than the Second Lien Notes or any such Parity Lien Debt (or any such exchanged, renewed, replaced or refinanced Indebtedness), as applicable, (iii) the Second Lien Notes or any such Parity Lien Debt (or any such exchanged, renewed, replaced or refinanced Indebtedness), as applicable, being exchanged, renewed, replaced or refinanced shall be repaid, defeased or satisfied and discharged with the net cash proceeds from any such refinancing Indebtedness, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such exchanging, renewing, replacing or refinancing Indebtedness is issued, incurred or obtained and (iv) such Indebtedness shall have no obligors other than the Credit Parties and Neff Finance and, if secured, be secured by a junior lien pursuant to the Intercreditor Agreement or an intercreditor agreement substantially similar to the Intercreditor Agreement;

(e)Indebtedness not to exceed $5,000,000 in the aggregate at any time outstanding incurred to finance the acquisition or construction of new equipment, fixed assets or real property or the repair or improvement thereof or incurred with respect to Capital Leases or synthetic leases;

(f)any other Indebtedness not to exceed $5,000,000 in the aggregate at any time outstanding;

(g)[reserved];

(h)Indebtedness assumed in connection with Permitted Acquisitions and Permitted Earnout Obligations with respect to Permitted Acquisitions; provided that such assumed Indebtedness and Permitted Earnout Obligations shall not exceed the amount permitted under clause (d) of the definition of Permitted Acquisition;

(i)Indebtedness pursuant to sale and leaseback transactions that are permitted pursuant to Section 3.7(c);

(j)unsecured Indebtedness to Wayzata or its Affiliates, or any investment fund or vehicle managed, sponsored or advised by Wayzata or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding so long as no cash interest or amortization payments are made on, or required with respect to, such Indebtedness and such Indebtedness has a final maturity date at least six months after the Commitment Termination Date;

(k)Contingent Obligations permitted pursuant to Section 3.4 of this Agreement;

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(l)Indebtedness under Currency Agreements, Hedging Agreements and Interest Rate Agreements entered into by Parent Borrower or its Subsidiaries in the ordinary course of business and otherwise in compliance with this Agreement and, in each case, not for speculative purposes;

(m)Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the ordinary course of business; and

(n)Indebtedness consisting of insurance premiums due or financed in the ordinary course of business over the course of the year.

3.2Liens and Related Matters.

(a)No Liens. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any property or asset of such Credit Party or any such Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, except (collectively, the “Permitted Encumbrances”):

(i)Permitted Liens;

(ii)Liens existing on the Closing Date as set forth on Schedule 3.2 to the Existing Credit Agreement and renewals and extensions thereof;

(iii)Liens to secure Indebtedness or any Capital Leases permitted under Section 3.1(e); provided that, in each case, the Liens attach only to the assets financed by such Indebtedness or other obligations;

(iv)Liens arising from the filing of precautionary financing statements under the Code by lessors with respect to operating leases;

(v)Liens existing on the assets of any Person that becomes a Credit Party (or is a Credit Party that survives a merger with such Person), or existing on assets acquired, pursuant to a Permitted Acquisition or other Investment to the extent the Liens on such assets secure Indebtedness permitted by Section 3.1(h); provided in all cases discussed in this clause that such Liens attach at all times only to the same assets (other than after acquired property that is affixed or incorporated into the property covered by such Lien and proceeds and products thereof) that such Liens attached to, and secure only the same Indebtedness or obligations (or any modifications, refinancing, extensions, renewals, refundings or replacements of such Indebtedness that do not increase the principal amount of the original Indebtedness) that such Liens secured, immediately prior to such Permitted Acquisition or other Investment or transaction and that such Liens do not attach to any Rental Fleet and Equipment;

(vi)Liens not otherwise permitted above securing obligations (including Indebtedness) in an aggregate principal amount not to exceed $5,000,000 at any time outstanding;

(vii)Liens to secure Indebtedness permitted under Section 3.1(d), together with all indemnities, reimbursement obligations, fees, expenses and other amounts owed in respect thereof or relating thereto; provided that such Liens are subject to the Intercreditor Agreement or an intercreditor agreement substantially similar to the Intercreditor Agreement;

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(viii)Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 3.3 to be applied against the purchase price for such Investment and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 3.7, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien;

(ix)Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Parent Borrower or any of the other Credit Parties in the ordinary course of business permitted by this Agreement;

(x)Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Parent Borrower or any of the other Credit Parties to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent Borrower and the other Credit Parties or (iii) relating to purchase orders and other agreements entered into with customers of Parent Borrower or any of the other Credit Parties in the ordinary course of business;

(xi)any Lien arising in connection with the financing of insurance premiums not otherwise prohibited hereunder; and

(xii)Liens solely on purchased inventory (and not on the proceeds thereof unless such Liens are expressly subordinated by contract or by operation of law to the Liens securing the Obligations) to secure obligations for the deferred purchase price of such inventory, payment for which is deferred for less than six (6) months.

(b)No Negative Pledges. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly enter into or assume any agreement (other than the Loan Documents, any agreement relating to secured Indebtedness permitted by this Agreement and, with respect to any inventory (but not the proceeds thereof unless such Liens are expressly subordinated by contract or operation of law to the Liens securing the Obligations), any agreements governing the purchase of such inventory, payment of the purchase price for which is deferred six (6) months or more) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired.

(c)No Restrictions on Subsidiary Distributions to Parent Borrower. Subject to Section 3.5 and except as provided herein (to the extent the relevant Indebtedness is permitted under Section 3.1), the Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual Lien, encumbrance or restriction of any kind on the ability of any such Subsidiary to: (i) pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by Parent Borrower or any other Subsidiary; (ii) pay any Indebtedness owed to Parent Borrower or any other Subsidiary; (iii) make loans or advances to Parent Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to Parent Borrower or any other Subsidiary.

3.3Investments. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly make or own any Investment in any Person except:

(a)Parent Borrower and its Subsidiaries may make and own Investments in cash and Cash Equivalents; provided that to the extent required by Section 2.9, such Investments shall be

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permitted only to the extent such cash and Cash Equivalents are maintained in a deposit account or securities account (as applicable) subject to a Control Agreement;

(b)Investments consisting of intercompany loans, advances or capital contributions made by (i) any Borrower to another Borrower, (ii) Parent Borrower or any other Credit Party to any Subsidiary of Parent Borrower that is not a Credit Party in an aggregate amount not to exceed $1,000,000 at any one time outstanding, and (iii) any Subsidiary of Holdings that is not a Credit Party to (A) a Credit Party or (B) any other Subsidiary of Holdings that is not a Credit Party; provided that the obligations of any Credit Party pursuant to the foregoing clause (iii) shall be expressly subordinated to the Obligations of such Credit Party under the Loan Documents in a manner reasonably satisfactory to the Agent;

(c)Parent Borrower and its Subsidiaries may make loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 in the aggregate at any one time outstanding;

(d)Investments under Currency Agreements, Hedging Agreements and Interest Rate Agreements entered into by Parent Borrower or its Subsidiaries in the ordinary course of business and otherwise in compliance with this Agreement and, in each case, not for speculative purposes;

(e)Investments by Parent Borrower and its Subsidiaries in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;

(f)Investments made by Parent Borrower or its Subsidiaries as a result of consideration received in connection with an Asset Disposition made in compliance with Section 3.7;

(g)(i) accounts receivable and extended payment terms of Parent Borrower and its Subsidiaries provided to customers that are made, created or acquired in the ordinary course of business and (ii) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(h)Investments consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business of Parent Borrower and its Subsidiaries;

(i)Investments existing on the Closing Date and set forth on Schedule 3.3 to the Existing Credit Agreement;

(j)Investments consisting of loans made by Holdings to officers or employees of Holdings or any other Credit Party in connection with the purchase by such officers or employees of Stock of Holdings; provided that the aggregate amount of such Investments shall not exceed $1,000,000 at any one time outstanding;

(k)Investments constituting Permitted Acquisitions;

(l)Investments consisting of intercompany loans or advances made by Parent Borrower to Holdings in lieu of making any Restricted Payment permitted pursuant to Section 3.5

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by way of dividend or other distribution; provided that the amount of such loan shall count as a Restricted Payment for purposes of Section 3.5;

(m)the formation of and Investments in new Domestic Subsidiaries of the Parent Borrower that are Credit Parties, provided that (i) such Subsidiary is owned by the Parent Borrower or another Borrower, (ii) the Parent Borrower shall have notified the Agent at least ten (10) Business Days prior to the formation or acquisition of any such Subsidiary, (iii) such Subsidiary shall be engaged in a permitted business of the Parent Borrower or its Subsidiaries hereunder and (iv) as of the date of the formation or acquisition of any such Subsidiary and the Investment therein, and after giving effect thereto, (A) such new Subsidiary and its parent shall have entered into any and all agreements (in form and substance reasonably satisfactory to the Agent) necessary to comply with Section 2.8, and the Agent shall be satisfied that all Liens required to be granted in the assets and ownership interests of such new Subsidiary under such Section 2.8 have been granted or pledged and have been perfected and are subject only to Permitted Encumbrances hereunder, and (B) no Event of Default shall have occurred and be continuing;

(n)other Investments in an aggregate amount not to exceed $5,000,000 at any one time outstanding; and

(o)the acquisition (by purchase or otherwise) of all or substantially all of the Stock of any company or the assets comprising a business unit of any company, provided that (i) no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, (ii) either (x)(1) Average Availability on a pro forma basis for the 30-day period immediately prior to the date of such Investment shall not be less than 15% of the Revolving Loan Commitments of all Lenders, (2) Excess Availability on a pro forma basis immediately after giving effect to such Investment shall not be less than 15% of the Revolving Loan Commitments of all Lenders and (3) at the time of such Investment and after giving effect thereto the Credit Parties shall be in compliance with the financial covenants set forth in Section 3.19 and Section 3.20 as if then operative or (y)(1) Average Availability on a pro forma basis for the 30-day period immediately prior to the date of such Investment shall not be less than 20% of the Revolving Loan Commitments of all Lenders and (2) Excess Availability on a pro forma basis immediately after giving effect to such Investment shall not be less than 20% of the Revolving Loan Commitments of all Lenders; and (iii) if the purchase price payable in connection with such Investment is in excess of $25,000,000, Parent Borrower shall have complied with the requirements set forth in clauses (a), (b), (c), (f) and (g) of the definition of “Permitted Acquisition” with respect to such Investment.

3.4Contingent Obligations. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create or become or be liable with respect to any Contingent Obligation except:

(a)guarantees by Parent Borrower or a Subsidiary of Parent Borrower of Indebtedness or other obligations permitted to be incurred under this Agreement; provided that no guarantee may be made by any Subsidiary of any Indebtedness unless such Subsidiary also guarantees the Obligations;

(b)those resulting from endorsement of negotiable instruments for collection in the ordinary course of business;

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(c)those existing on the Closing Date and described in Schedule 3.4 to the Existing Credit Agreement;

(d)those arising under indemnity agreements to title insurers to cause such title insurers to issue (i) to Agent mortgagee title insurance policies and (ii) to the Credit Parties owner’s title insurance policies;

(e)those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder;

(f)those incurred with respect to Indebtedness permitted by Section 3.1; provided that in the case of any Contingent Obligation with respect to subordinated Indebtedness, any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations;

(g)any other Contingent Obligations not expressly permitted by clauses (a) through (f) above, so long as any such other Contingent Obligations, in the aggregate at any one time outstanding, do not exceed $5,000,000; and

(h)those arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of incurrence.

3.5Restricted Payments. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly declare, order, pay, make or set apart any sum for any Restricted Payment (other than dividends or distributions payable solely in common stock or common units of the Person making such dividend or distribution), except that:

(a)The Credit Parties and Neff Finance may make Tax Distributions;

(b)any Subsidiary of Parent Borrower may make Restricted Payments to Parent Borrower or any other Borrower;

(c)Parent Borrower or Holdings may make Restricted Payments to pay as and when due all reasonable amounts required to be paid in connection with the preparation and filing of all reports that Holdings or any parent thereof is or will be required to file with or furnish to the U.S. Securities and Exchange Commission, including reasonable fees and disbursements of Holdings’ or such Person’s counsel, accountants, financial printers and other third parties that are customarily involved in such filings;

(d)Parent Borrower may make Restricted Payments to Holdings and Holdings may make Restricted Payments to the equity holders of Holdings in connection with the 2013 Special Distribution;

(e)Parent Borrower may make Restricted Payments to Holdings in the minimum amount necessary to enable Holdings to make repurchases of Stock deemed to occur upon the exercise of stock options if such Stock represents a portion of the exercise price thereof or the minimum amount of taxes due upon such exercises;

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(f)if no Default or Event of Default shall have occurred and be continuing or shall occur as a consequence thereof, Parent Borrower may make Restricted Payments to Holdings in the minimum amount necessary to enable Holdings to, and Holdings shall be permitted to, fund its repurchase, redemption, acquisition or cancellation of Stock from management members or their transferees upon the death, disability, retirement or termination of any such former management members; provided that the sum of all such Restricted Payments referred to in this clause (f) shall not exceed the Management Buyout Amount;

(g)Parent Borrower may make Restricted Payments to Holdings (and Holdings may make Restricted Payments to any parent entity) to the extent necessary to permit Holdings or such parent entity, as the case may be, to pay general administrative costs and expenses when due in the ordinary course of business in aggregate amount not to exceed $2,000,000 in any Fiscal Year;

(h)so long as no Default or Event of Default has occurred and is continuing, Holdings may make Restricted Payments to pay out-of-pocket expenses incurred by Wayzata or its Affiliates (or any of its principals, employees, agents or other representatives) in connection with its performance of management, consulting, monitoring, financial advisory or other services provided to Holdings and its Subsidiaries in an amount not to exceed $100,000 per any Fiscal Year; and

(i)Parent Borrower may make Restricted Payments to Holdings and Holdings may make Restricted Payments to the holders of Stock of Holdings, provided that (i) no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom and (ii) either (x)(1) Average Availability on a pro forma basis for the 30-day period immediately prior to the date of such Restricted Payment shall not be less than 15% of the Revolving Loan Commitments of all Lenders, (2) Excess Availability on a pro forma basis immediately after giving effect to such Restricted Payment shall not be less than 15% of the Revolving Loan Commitments of all Lenders and (3) at the time of such Restricted Payment and after giving effect thereto the Credit Parties shall be in compliance with the financial covenants set forth Section 3.19 and Section 3.20 as if then operative, (y)(1) Average Availability on a pro forma basis for the 30-day period immediately prior to the date of such Restricted Payment shall not be less than 20% of the Revolving Loan Commitments of all Lenders, (2) Excess Availability on a pro forma basis immediately after giving effect to such Restricted Payment shall not be less than 20% of the Revolving Loan Commitments of all Lenders and (3) at the time of such Restricted Payment and after giving effect thereto the Credit Parties shall be in compliance with the financial covenant set forth in Section 3.19 as if then operative or (z)(1) Average Availability on a pro forma basis for the 30-day period immediately prior to the date of such Restricted Payment shall not be less than 25% of the Revolving Loan Commitments of all Lenders and (2) Excess Availability on a pro forma basis immediately after giving effect to such Restricted Payment shall not be less than 25% of the Revolving Loan Commitments of all Lenders.

3.6Amendments to Constituent Documents; Restriction on Fundamental Changes. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly:

(a)amend, modify or waive any term or provision of its organizational documents, including its articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, partnership agreement or operating agreement in a manner materially adverse to Agent or Lenders unless required by law;

(b)other than Investments not prohibited by Section 3.3 or Asset Dispositions not prohibited by Section 3.7, (i) enter into any transaction of merger or consolidation except any

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Wholly Owned Subsidiary of Parent Borrower may be merged with or into Parent Borrower (provided that Parent Borrower is the surviving entity) or any other Wholly Owned Subsidiary of Parent Borrower (provided that if either such Subsidiary is a Credit Party, the surviving entity shall also be a Credit Party) or (ii) sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary dissolution or otherwise) except to any Credit Party; or

(c)liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) except (i) if Parent Borrower determines in good faith that such liquidation or dissolution of a Credit Party other than Parent Borrower is in the best interests of Parent Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Person is a Credit Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 3.3 and 3.7, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, another Credit Party after giving effect to such liquidation or dissolution.

3.7Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly consummate any Asset Disposition, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except:

(a)the sale, lease, rental, transfer or other disposition of Rental Fleet and Equipment or Rolling Stock in good faith for fair value in the ordinary course of business;

(b)the sale, lease, transfer or other disposition of (i) obsolete, worn-out or surplus equipment or leased or owned real property not used or useful in the business or (ii) Investments in cash or Cash Equivalents;

(c)the disposition by Parent Borrower and its Subsidiaries of Rolling Stock pursuant to sale and leaseback transactions for good faith fair value;

(d)losses or destruction of, or damage to, or condemnation of any property of Holdings or its Subsidiaries so long as the Net Proceeds thereof are applied in accordance with Section 1.5(c);

(e)Asset Dispositions by Parent Borrower and its Subsidiaries to Parent Borrower or another Credit Party;

(f)Asset Dispositions by any Subsidiary of Holdings that is not a Credit Party to any other Subsidiary of Holdings that is not a Credit Party or to a Credit Party; and

(g)Asset Dispositions to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the following conditions precedent are met; (w) the consideration received is at least equal to the fair market value of such assets, (x) with respect to any Asset Disposition pursuant to this clause (g) for a purchase price in excess of $2,500,000, at least 75% of the consideration received is cash or Cash Equivalents, (y) no Default or Event of Default then exists or would result from such Asset Disposition and (z) the Net Proceeds thereof are applied in accordance with Section 1.5(c).

Notwithstanding anything herein to the contrary, sale and leaseback transactions of Rental Fleet and Equipment shall not be permitted.

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3.8Transactions with Affiliates.

(a)The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any management, consulting, investment banking, advisory or other similar services) with any Affiliate or with any director, officer or employee of any Credit Party (an “Affiliate Transaction”), other than Affiliate Transactions pursuant to the reasonable requirements of the business of any such Credit Party or any of its Subsidiaries and upon terms which are not materially less favorable than those that might reasonably have been obtained by such Credit Party in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Holdings or such Subsidiary.

(b)The restrictions of clause (a) of this Section 3.8 shall not apply to:

(i)reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, managers, members, employees or consultants of Holdings, Parent Borrower or any of its Subsidiaries as determined in good faith by Parent Borrower’s Board of Directors or senior management;

(ii)transactions exclusively between or among Parent Borrower and any of its Subsidiaries or exclusively between or among Subsidiaries, provided such transactions are not otherwise prohibited by this Agreement;

(iii)Affiliate Transactions as set forth on Schedule 3.8 to the Existing Credit Agreement (including pursuant to any amendment to such Contractual Obligations or documentation replacing such Contractual Obligations to the extent that such amendment or agreement is permitted hereunder and is not more disadvantageous to the applicable Credit Party or the Lenders in any material respect than the original Contractual Obligation);

(iv)Restricted Payments permitted by this Agreement;

(v)sales of Qualified Stock of Holdings; and

(vi)loans to employees of a Borrower that are approved by the Board of Directors of Parent Borrower in good faith.

3.9Conduct of Business.

(a)Holdings shall not engage in any business or activity other than (i) being a guarantor with respect to the Obligations under the Loan Documents and performing its Obligations thereunder and a guarantor with respect to the obligations under the Second Lien Notes and any Parity Lien Debt and performing its obligations thereunder and the security and other documents executed in connection therewith, (ii) holding shares of the Stock of Parent Borrower, (iii) paying taxes, (iv) preparing reports to Governmental Authorities and to the holders of its Stock, (v) holding meetings of its Board of Directors and/or the holders of its Stock, preparing company records and other company activities required to maintain its separate company structure and (vi) any activities reasonably related thereto.

(b)The Credit Parties shall not and shall not cause or permit their Subsidiaries to engage in any businesses a majority of whose revenues are not derived from businesses that are the same as or reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which the Credit Parties and their Subsidiaries are engaged on the Closing Date as set forth on Schedule 3.9 to the Existing Credit Agreement.

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(c)Neff Finance shall not engage in any business or activity, own any assets, or incur any liabilities other than (i) co-issuing the Second Lien Notes (and any additional notes issued under the Second Lien Notes Indenture), issuing any Parity Lien Debt or any Indebtedness issued, incurred or otherwise obtained in exchange for, or to renew, replace or refinance, in whole or in part, the Second Lien Notes and Parity Lien Debt (or any such renewed, replaced or refinanced Indebtedness), (ii) preparing reports to Governmental Authorities and to its shareholders, (iii) holding meetings of its shareholders or directors, preparing corporate records or other corporate activities required to maintain its separate corporate existence, and (iv) any activities incidental thereto.

3.10[Reserved].

3.11Fiscal Year. No Credit Party shall change its Fiscal Year or permit any of its Subsidiaries to change their respective Fiscal Years.

3.12[Reserved].

3.13[Reserved].

3.14Bank Accounts; Securities Accounts; Commodities Accounts. The Credit Parties shall not:

(a)establish any new bank accounts without prior written notice to Agent and unless Agent and the depository institution at which the account is to be opened enter into a Control Agreement if required by Section 2.9; provided that Agent shall not cause (or deliver notice to the applicable depository institution to cause) amounts credited to such deposit accounts to be transferred on a daily basis to the Concentration Account or otherwise unless (i) an Event of Default shall have occurred and be continuing or (ii) Excess Availability shall be less than (x) for five (5) consecutive Business Days the greater of (i) 12.5% of the aggregate Revolving Loan Commitments then in effect and (ii) $35.0 million or (y) at any time 10% of the Revolving Loan Commitments of all Lenders then in effect;

(b)establish any new securities accounts without prior written notice to Agent and unless Agent and the securities intermediary at which the account is to be opened enter into a Control Agreement if required by Section 2.9; provided that Agent shall not cause (or deliver notice to the applicable securities intermediary to cause) amounts credited to such securities accounts to be transferred on a daily basis to the Concentration Account or otherwise unless (i) an Event of Default shall have occurred and be continuing or (ii) Excess Availability shall be less than (x) for five (5) consecutive Business Days the greater of (i) 12.5% of the aggregate Revolving Loan Commitments then in effect and (ii) $35.0 million or (y) at any time 10% of the Revolving Loan Commitments of all Lenders then in effect; and

(c)establish any new commodities accounts without prior written notice to Agent and unless Agent and the commodities intermediary at which the account is to be opened enter into a Control Agreement if required by Section 2.9; provided that Agent shall not cause (or deliver notice to the applicable commodities intermediary to cause) amounts credited to such commodities accounts to be transferred on a daily basis to the Concentration Account or otherwise unless (i) an Event of Default shall have occurred and be continuing or (ii) Excess Availability shall be less than (x) for five (5) consecutive Business Days the greater of (i) 12.5% of the aggregate Revolving Loan Commitments then in effect and (ii) $35.0 million or (y) at any time 10% of the Revolving Loan Commitments of all Lenders then in effect.

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3.15Hazardous Materials. The Credit Parties shall not and shall not cause or permit their Subsidiaries to cause or permit a Release of any Hazardous Material on, at, in, under, above, to, from or about any of the Real Estate where such Release would (a) violate in any respect, or form the basis for any Environmental Liabilities by the Credit Parties or any of their Subsidiaries under, any Environmental Laws or Environmental Permits or (b) otherwise adversely impact the value or marketability of any of the Real Estate or any of the Collateral, other than such violations or Environmental Liabilities or impairment of the value or marketability of the Real Estate or any of the Collateral that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

3.16[Reserved].

3.17Lease Limits. Holdings will not and will not permit any of its Subsidiaries directly or indirectly to become or remain liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of the lessee under any operating lease, synthetic lease or similar off balance sheet financing relating to Rental Fleet and Equipment, if the aggregate amount of all rents (or substantially equivalent payments) paid by Holdings and its Subsidiaries under all such leases would exceed $20,000,000 in any Fiscal Year of Parent Borrower. For purposes of this Section 3.17, “operating lease” shall mean an operating lease under GAAP as in effect on the Closing Date.

3.18Prepayments; Amendments of Other Indebtedness. The Credit Parties shall not, directly or indirectly, voluntarily purchase, redeem, refinance, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness incurred pursuant to Section 3.1(d) unless (a) such Indebtedness is prepaid solely with the proceeds of Indebtedness incurred in whole or in part to refinance such Indebtedness pursuant to a refinancing that is permitted pursuant to Section 3.1(d) or (b) (i) no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, and (ii) either (x)(1) Average Availability on a pro forma basis for the 30-day period immediately prior to the date of such purchase, redemption, refinancing, defeasance or prepayment shall not be less than 15% of the Revolving Loan Commitments of all Lenders, (2) Excess Availability on a pro forma basis immediately after giving effect to such purchase, redemption, refinancing, defeasance or prepayment shall not be less than 15% of the Revolving Loan Commitments of all Lenders and (3) at the time of such purchase, redemption, refinancing, defeasance or prepayment and after giving effect thereto the Credit Parties shall be in compliance with the financial covenants set forth in Section 3.19 and Section 3.20 as if then operative or (y)(1) Average Availability on a pro forma basis for the 30-day period immediately prior to the date of such purchase, redemption, refinancing, defeasance or prepayment shall not be less than 25% of the Revolving Loan Commitments of all Lenders and (2) Excess Availability on a pro forma basis immediately after giving effect to such purchase, redemption, refinancing, defeasance or prepayment shall not be less than 25% of the Revolving Loan Commitments of all Lenders. The Credit Parties shall not (A) increase the rate of interest on the Second Lien Notes by more than 1% from the rate in effect on May 5, 2011 (including any contingent default interest rate) or (B) shorten the maturity of, or add amortization payments to, the Second Lien Notes. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, any consent payments on or in respect of the Second Lien Notes made by the Credit Parties and Neff Finance in connection with the Consent Solicitation are permitted.

3.19Consolidated Total Leverage Ratio. At any time that Excess Availability is less than the Threshold Amount (each occurrence of such an event, a “Trigger Event”), Parent Borrower shall not permit the Consolidated Total Leverage Ratio as of the last day of each Fiscal Quarter ended immediately prior to and after such Trigger Event occurs, and only so long as a Reversal Event shall not have occurred following such Trigger Event, to be more than the applicable amount set forth in the table below for each such Fiscal Quarter:

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	Consolidated Total
Fiscal Quarter Ending	Leverage Ratio
For each Fiscal Quarter ended during the period from May 5, 2011 through December 31, 2014	4.50:1.0
For each Fiscal Quarter ended on or after January 1, 2015	4.25:1.0

; provided that after the occurrence of a Trigger Event, if Excess Availability is greater than or equal to the Threshold Amount for a period of thirty (30) consecutive days (a “Reversal Event”), then Parent Borrower shall not be required to comply with the Consolidated Total Leverage Ratio requirements set forth in this Section 3.19 for each Fiscal Quarter ended after such Reversal Event until the occurrence of another Trigger Event.

3.20Fixed Charge Coverage Ratio. Upon the occurrence of a Trigger Event, Parent Borrower shall not permit the Fixed Charge Coverage Ratio as of the last day of each Fiscal Quarter ended immediately prior to and after such Trigger Event occurs, and only so long as a Reversal Event shall not have occurred following such Trigger Event, to be less than 1.0:1.0; provided that if a Reversal Event shall occur after the occurrence of a Trigger Event, then Parent Borrower shall not be required to comply with the Fixed Charge Coverage Ratio requirements set forth in this Section 3.20 for each Fiscal Quarter ended after such Reversal Event until the occurrence of another Trigger Event.

SECTION 4.

FINANCIAL AND OTHER REPORTING COVENANTS

Each Credit Party covenants and agrees that from and after the Closing Date until the Termination Date, such Credit Party shall perform and comply with, and shall cause each of the other Credit Parties to perform and comply with, all covenants in this Section 4 applicable to such Person.

4.1Financial Statements and Other Reports. Holdings and Parent Borrower will maintain, and cause each of their Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of Financial Statements in conformity with GAAP (it being understood that monthly Financial Statements are not required to have footnote disclosures). Parent Borrower will deliver each of the Financial Statements and other reports described below to Agent:

(a)Monthly Financial Operating Reports. As soon as available, but in any event not later than thirty (30) days after the end of any month (i) the consolidated balance sheets of Holdings and its Subsidiaries or, for any month which includes a period prior to the Closing Date, of the Predecessor Entities (as defined in the Existing Credit Agreement) and their respective Subsidiaries, in each case, as at the end of such month and the related statements of income and cash flow for such month and for the period from the beginning of the then current Fiscal Year of Holdings to the end of such month, (ii) a monthly utilization report and (iii) a monthly report of any additions or deletions to Rental Fleet and Equipment and a monthly report of average fleet age, rate changes and average fleet size at original cost, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion, which shall be prepared by Holdings as of the last day of the immediately preceding month, in each case, and related guidance.

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(b)Quarterly Financials. As soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter (other than at the Fiscal Year end) or, in the case of the Fiscal Quarter ending September 30, 2010, only, ninety (90) days after the end of such Fiscal Quarter, Holdings will deliver (i) the consolidated balance sheets of Holdings and its Subsidiaries or, for any Fiscal Quarter which includes a period prior to the Closing Date, of the Predecessor Entities and their respective Subsidiaries, in each case, as at the end of such Fiscal Quarter, and the related consolidated statements of income and cash flow for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year of Holdings to the end of such Fiscal Quarter (which financial statements shall have been subject to a SAS 100 or other similar review by Borrower’s Accountants if otherwise available) and (ii) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year.

(c)Year-End Financials. As soon as available and in any event within ninety (90) days after the end of each Fiscal Year of Holdings or, in the case of the Fiscal Year ending December 31, 2010 only, one hundred twenty (120) days after the end of such Fiscal Year, Holdings will deliver (i) the consolidated balance sheets of Holdings and its Subsidiaries or, for any Fiscal Year which includes a period prior to the Closing Date, of the Predecessor Entities and their respective Subsidiaries, in each case, as at the end of such year, and the related consolidated statements of income, members’ or stockholders’ equity and cash flow for such Fiscal Year, and (ii) a report from Borrower’s Accountants, which report shall be prepared in accordance with Statement of Auditing Standards No. 58 (the “Statement”) “Reports on Audited Financial Statements” and such report shall be “Unqualified” (as such term is defined in such Statement).

(d)Accountants’ Reports. Promptly upon receipt thereof, Holdings will deliver copies of all significant reports submitted by Borrower’s Accountants in connection with each annual, interim or special audit or review of any type of the Financial Statements or related internal control systems of Holdings and its Subsidiaries made by such accountants.

(e)Additional Deliveries.

(i)To Agent, as soon as available and in any event no later than 12:00 p.m. (noon) (New York time) on the twentieth Business Day after the end of each Fiscal Month of Parent Borrower, a Borrowing Base Certificate, with respect to Borrowers, executed by a responsible officer of the Parent Borrower, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.1(e) to the Existing Credit Agreement (the “Borrowing Base Certificate”), which shall be prepared by Parent Borrower as of the last day of the immediately preceding Fiscal Month reporting period or the date that is two (2) days prior to the date of any such additional request.

(ii)To Agent, at the time of delivery of each of the quarterly Financial Statements and the annual Financial Statements delivered pursuant to Section 4.1(b) and (c) to the extent applicable, (i) a listing of government contracts of Parent Borrower or any other Credit Party subject to the Federal Assignment of Claims Act of 1940; and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior Fiscal Quarter.

(iii)To Agent at the time of delivery of the annual Financial Statements delivered pursuant to Section 4.1(c), an update to the Perfection Certificate bringing down the information therein as of the date of such delivery in form reasonably satisfactory to Agent.

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(f)Appraisals; Inspections.

(i)Each Credit Party, at its sole cost and expense, shall promptly deliver to Agent the results of each physical verification, if any, which such Credit Party may, in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

(ii)If a Default or Event of Default has occurred and is continuing, Parent Borrower, at its own expense, shall deliver to Agent the results of any physical verification, as Agent may reasonably require.

(iii)Parent Borrower, at its own expense, shall cause to be delivered to Agent an appraisal, performed by an Approved Appraiser, of the Net Orderly Liquidation Value of its Rental Fleet and Equipment one time during each Fiscal Year (at the time during such Fiscal Year determined by Agent and at the cost and expense of Parent Borrower) and a second appraisal if Excess Availability is less than 50% of the aggregate Revolving Loan Commitments at the time such appraisal is commenced and a third appraisal if Excess Availability is less than 20% of the aggregate Revolving Loan Commitments at the time such appraisal is commenced; provided that Parent Borrower shall cause to be delivered to Agent additional appraisals at the discretion of the Agent at any time an Event of Default has occurred and is continuing. For the purposes of this clause (iii), an appraisal requested or initiated by Agent while an Event of Default is continuing or Excess Availability is below any cited threshold, shall be required whether or not such Event of Default or threshold breach continues through the time of completion of such appraisal.

(iv)Parent Borrower shall permit Agent or a Person designated by Agent to conduct a field audit of the Accounts one time during each Fiscal Year (at the time during such Fiscal Year determined by Agent and at the cost and expense of Parent Borrower) and a second field audit if at any time Excess Availability is less than 20% of the aggregate Revolving Loan Commitments at the time such field audit is commenced (or up to four times per year at the discretion of the Agent at any time an Event of Default has occurred and is continuing); provided that, no more than four field audits shall be conducted in any Fiscal Year. For the purposes of this clause (iv), an audit initiated by Agent or such Person while an Event of Default is continuing, shall be required whether or not such Event of Default continues through the time of completion of such audit.

(g)Projections. As soon as available and in any event no later than thirty (30) days after the last day of each of Fiscal Year of Parent Borrower, Parent Borrower will deliver Projections of Parent Borrower and its Subsidiaries for the forthcoming Fiscal Year, prepared on a quarterly basis, which Projections shall be accompanied by a certificate of a responsible officer stating that such Projections are based on reasonable estimates, information and assumptions and that such responsible officer has no reason to believe that such Projections are incorrect or misleading in any material respect.

(h)SEC Filings and Press Releases. Promptly upon their becoming available, Parent Borrower will deliver copies of (i) all Financial Statements, reports, notices and proxy statements sent or made available by Holdings, Parent Borrower or any of their Subsidiaries to the holders of any Indebtedness, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Holdings, Parent Borrower or any of their Subsidiaries with any securities exchange or with the Securities and Exchange Commission, and (iii) all press releases and other statements made available by Holdings, Parent Borrower or any of their Subsidiaries to the public concerning developments in the business of any such Person.

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(i)Events of Default, Etc. Promptly (but in any event within two (2) Business Days) upon any officer of any Credit Party obtaining knowledge of any of the following events or conditions, Parent Borrower or such Credit Party shall deliver copies of all notices given or received by Holdings, Parent Borrower or any of their Subsidiaries with respect to any such event or condition and a certificate of Parent Borrower’s chief executive officer specifying the nature and period of existence of such event or condition and what action Holdings, Parent Borrower or any of their Subsidiaries has taken, is taking and proposes to take with respect thereto: (i) any condition or event that constitutes an Event of Default or Default; (ii) any written notice that any Person has given to Holdings, Parent Borrower or any of their Subsidiaries or any other action taken with respect to a claimed default or event or condition of the type referred to in Section 6.1(b); or (iii) any event or condition that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(j)Litigation. Promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of any action, suit, proceeding, governmental investigation, tax audit or arbitration now pending or, to the best knowledge of such Credit Party after due inquiry, threatened against or adversely affecting any Credit Party or any of its Subsidiaries or any property of any Credit Party or any of its Subsidiaries (“Litigation”) not previously disclosed by Parent Borrower or any other Credit Party to Agent or (ii) any material development in any action, suit, proceeding, governmental investigation or arbitration at any time pending against or affecting any Credit Party or any property of any Credit Party which, in each case, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, Parent Borrower will promptly give notice thereof to Agent and provide such other information as may be reasonably available to it to enable Agent and its counsel to evaluate such matter.

(k)ERISA. Promptly upon any officer of any Credit Party obtaining knowledge of (i) the occurrence of a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the IRC) with respect to any Plan that would result in the imposition on Parent Borrower or any of its Subsidiaries of a tax or penalty that could reasonably be expected individually or in the aggregate to result in a Material Adverse Effect; (ii) any reportable event as defined in Section 4043(c) of ERISA with respect to a Title IV Plan (for which the thirty (30) day notice requirement has not been waived); (iii) the creation of any Lien in favor of the PBGC or a Title IV Plan; (iv) any withdrawal by a Credit Party from, or the termination, reorganization or insolvency of any Multiemployer Plan to which any Credit Party is making or is obligated to make contributions; or (v) the institution or taking of any other action by the PBGC, Holdings or any of its Subsidiaries under ERISA to terminate or to partially terminate any Title IV Plan or appoint a trustee to administer any such plan or the commencement or threatened commencement of any litigation regarding any such Plan that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, Parent Borrower shall provide a written notice specifying the nature of such event, what action the Credit Parties or any ERISA Affiliates have taken, are taking or propose to take with respect thereto, and, when known, any action taken or threatened by the IRS, Department of Labor, PBGC or Multiemployer Plan sponsor with respect thereto.

(l)Notice of Corporate and Other Changes. Parent Borrower shall provide prompt (and in any event within five (5) Business Days) written notice of (i) any change after the Closing Date in the legal name of any Credit Party, (ii) any change after the Closing Date in the authorized and issued Stock of any Credit Party or any Subsidiary of any Credit Party (other than any change in the authorized and issued Stock of Holdings issued in connection with the grant of Stock or stock options to employees of Holdings or any of its Subsidiaries) or any amendment to their articles or certificate of incorporation, by-laws, partnership agreement or other

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organizational documents, (iii) any change in the jurisdiction of organization of any Credit Party and (iv) any Subsidiary created or acquired by any Credit Party or any of its Subsidiaries after the Closing Date, such notice, in each case, to identify the applicable jurisdictions, capital structures or Subsidiaries, as applicable. The foregoing notice requirement shall not be construed to constitute consent by any of the Lenders to any transaction referred to above which is not expressly permitted by the terms of this Agreement. Notwithstanding the foregoing Parent Borrower shall not make or allow to be made any of the changes described in clauses (i) or (iii) above unless the Credit Parties have done everything necessary to continue the perfection of the Agent’s security interest in the Collateral.

(m)Compliance and Pricing Certificate. Together with each delivery of Financial Statements of Holdings and its Subsidiaries pursuant to Sections 4.1(b) and (c), Parent Borrower will deliver a fully and properly completed Compliance and Pricing Certificate (in substantially the same form as Exhibit 4.1(m) to this Amended and Restated Credit Agreement (the “Compliance and Pricing Certificate”) signed by Parent Borrower’s chief executive officer or chief financial officer which shall include a calculation of the Consolidated Total Leverage Ratio and the Fixed Charge Coverage Ratio (whether or not Section 3.19 or Section 3.20 is then operative).

(n)Other Information. With reasonable promptness, each Credit Party will deliver such other information and data with respect to such Credit Party or any Subsidiary of such Credit Party as from time to time may be reasonably requested by Agent.

Documents required to be delivered pursuant to Section 4.1(a), (b), (c) or (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent Borrower posts such documents, or provides a link thereto on Parent Borrower’s website on the Internet at the website address listed in Section 9.3; or (ii) on which such documents are posted on Parent Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that (i) Parent Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests Parent Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) any such posting shall only be deemed delivered when Parent Borrower shall notify the Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Parent Borrower shall be required to provide paper copies of the Compliance and Pricing Certificates required by Section 4.1(m) to the Agent. Except for such Compliance and Pricing Certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Parent Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Parent Borrower hereby acknowledges that (a) the Agent and/or other Persons named on the cover page hereof will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Parent Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Parent Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that

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(w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent Borrower shall be deemed to have authorized the Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent applicable such Borrower Materials shall be treated as set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Agent and all other Persons shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

4.2Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement. For purposes of this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to such terms in conformity with GAAP. Financial Statements and other information furnished to Agent or Lenders pursuant to Section 4.1 or any other section (unless specifically indicated otherwise) shall be prepared in accordance with GAAP as in effect at the time of such preparation.

SECTION 5.

REPRESENTATIONS AND WARRANTIES

To induce Agent and Lenders to enter into the Loan Documents, to make Loans and to issue or cause to be issued Letters of Credit, Holdings, Parent Borrower and the other Credit Parties executing this Agreement, jointly and severally, represent and warrant to Agent and each Lender that, on and as of the Closing Date and the Restatement Effective Date and after giving effect to the making of the Loans hereunder on the Closing Date and the Restatement Effective Date and the other Related Transactions occurring on the Closing Date and the Restatement Effective Date, and on and as of each date as required by Section 7.2, the following statements are true, correct and complete with respect to all Credit Parties (provided that, any reference to a Schedule in any representation or warranty in this Section 5 (x) made or deemed to be made on a date prior to the Restatement Effective Date, shall be a reference to such Schedule as attached to the Existing Credit Agreement and (y) made or deemed to be made on a date that is on or after the Restatement Effective Date, shall be a reference to such Schedule as attached to this Agreement):

5.1Disclosure. No statement or information of any Credit Party contained in this Agreement, any other Loan Documents or any other document, certificate or written statement furnished to Agent or any Lender by or on behalf of any such Person for use in connection with the Loan Documents, when taken as a whole, contained, as of the date of such statement, information, document or certificate so furnished, any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances in which the same were made.

5.2No Material Adverse Effect. Since the Closing Date, there have been no events or changes in facts or circumstances affecting any Credit Party or any of its Subsidiaries which individually or in the aggregate have had or could reasonably be expected to result in a Material Adverse Effect.

5.3No Conflict; Compliance with Laws. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, the consummation of the Related Transactions do not and will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority or violate, conflict with, result in a breach of, or constitute a default (with due

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notice or lapse of time or both) under any Contractual Obligation or organizational documents of any Credit Party or any of its Subsidiaries.

Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, the Related Transactions do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) filings necessary to perfect Liens created by the Loan Documents.

Such Credit Party (i) is in compliance and each of its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority and the obligations, covenants and conditions contained in all Contractual Obligations other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above other than those licenses, qualifications and permits the failure of which to maintain could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

5.4Organization, Powers, Capitalization and Good Standing.

(a)Organization and Powers. Each of the Credit Parties and each of their Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and qualified to do business in all states where such qualification is required except where failure to be so qualified could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. As of the Closing Date and the Restatement Effective Date, the exact legal name, the jurisdiction of organization and all jurisdictions in which each Credit Party is qualified to do business are set forth on Schedule 5.4(a). Each of the Credit Parties and each of their Subsidiaries has all requisite organizational power and authority to own and operate its properties, to carry on its business as now conducted and proposed to be conducted, to enter into each Loan Document to which it is a party and to incur the Obligations, grant Liens and security interests in the Collateral and carry out the Related Transactions. Each Credit Party has rights in and the power to transfer, pledge, assign, deliver, deposit and set over each item of the Collateral upon which it purports to grant a Lien hereunder.

(b)Capitalization. (i) As of the Closing Date and the Restatement Effective Date, the authorized Stock of each of the Credit Parties and each of their Subsidiaries as set forth on and as presently represented by the certificates listed on Part A of Schedule 5.4(b) hereto constitute all of the issued and outstanding shares of all classes of Stock owned by the relevant Credit Party; (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid and (except as set forth in such Credit Party’s organizational documents) nonassesable; (iii) the Pledged Notes (as defined in the Security Agreement) have been duly authorized, authenticated or issued and delivered by, and are the legal, valid and binding obligations of, the issuer thereof, and no such issuer thereof is in default thereunder; (iv) each Credit Party is, and at the time of delivery of the Pledged Stock (as defined in the Security Agreement) to Agent will be, the sole holder of record and, other than Wayzata, the sole beneficial owner of such pledged Collateral pledged by each Credit Party free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement or any of the Collateral Documents in favor of the Agent for the benefit of the Agent and Lenders and the Permitted Encumbrances; (v) each Credit Party is and at the time of delivery of the Pledged Notes to Agent will be, the sole owner of such pledged Collateral free and clear of any Lien thereon or affecting title thereto, except for any Lien created by this Agreement or any of the Collateral Documents in favor of the Agent for the benefit of the Agent and Lenders and the Permitted Encumbrances; (vi) none of the Stock of the Credit Parties or their Subsidiaries or the Pledged Notes was

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issued or transferred in violation of the securities registration, securities disclosure or any applicable state, federal and foreign laws concerning the issuance or transfer of securities; (vii) as of the Closing Date and the Restatement Effective Date, the identity of the holders of the Stock of each of the Credit Parties and each of their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and each of their Subsidiaries is set forth on Part A of Schedule 5.4(b); (viii) as of the Closing Date and the Restatement Effective Date, no Stock of any Credit Party or any of their Subsidiaries, other than as described on Part A of Schedule 5.4(b), are issued and outstanding; (ix) the Pledged Stock constitutes 100% of the issued and outstanding shares of Stock of each pledged Entity that is a Domestic Subsidiary of a Credit Party; and (x) except as disclosed on Part B of Schedule 5.4(b), none of the Pledged Notes are subordinated in right of payment to other Indebtedness (except for the Obligations). Except as provided in Part A of Schedule 5.4(b), as of the Closing Date and the Restatement Effective Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.

(c)Binding Obligation. This Agreement and the other Loan Documents have been duly authorized, executed and delivered, are the legally valid and binding obligations of each of the Credit Parties, each enforceable against each of such Credit Parties, as applicable, in accordance with their respective terms subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

5.5Financial Statements. All Financial Statements concerning Holdings, Parent Borrower and its Subsidiaries and their respective Subsidiaries which have been or will hereafter be furnished to Agent pursuant to this Agreement have been or will be prepared in accordance with GAAP consistently applied (except as disclosed therein) and do or will present fairly in all material respects the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended, subject to, in the case of unaudited Financial Statements, the absence of footnotes and normal year-end adjustments.

5.6Intellectual Property. Each of the Credit Parties and their Subsidiaries owns, is licensed to use or otherwise has the right to use all Intellectual Property necessary for the conduct of its business as currently conducted that is material to the financial condition, business or operations of such Credit Party and its Subsidiaries. All such Intellectual Property owned by or licensed to the Credit Parties as of the Closing Date and the Restatement Effective Date is identified on Schedule 5.6. The use of such Intellectual Property by the Credit Parties and their Subsidiaries and the conduct of their businesses does not and has not been alleged by any Person to infringe on the rights of any Person except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

5.7Investigations, Audits, Etc. To the best knowledge of each Credit Party, no Credit Party or any of their Subsidiaries is the subject of any review or audit by the IRS or any investigation by any other Governmental Authority concerning the violation or possible violation of any law that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

5.8Employee Matters. Except as set forth on Schedule 5.8, (a) as of the Closing Date and the Restatement Effective Date, no Credit Party or Subsidiary of a Credit Party nor any of their respective employees is subject to any collective bargaining agreement, (b) as of the Closing Date and the Restatement Effective Date, no petition for certification or union election is pending with respect to the employees of any Credit Party or any of their Subsidiaries and no union or collective bargaining unit has sought such certification or recognition with respect to the employees of any Credit Party or any of their

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Subsidiaries, (c) there are no strikes, slowdowns, work stoppages or controversies pending or, to the best knowledge of any Credit Party after due inquiry, threatened between any Credit Party or any of their Subsidiaries and its respective employees, other than employee grievances arising in the ordinary course of business which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (d) hours worked by and payment made to employees of each Credit Party and each of their Subsidiaries comply in all material respects with the Fair Labor Standards Act and each other federal, state, local or foreign law applicable to such matters.

5.9Solvency. Holdings and each of its Subsidiaries are, on a consolidated basis, Solvent.

5.10Litigation; Adverse Facts. Except as set forth on Schedule 5.10, there are no judgments outstanding against any Credit Party or any of its Subsidiaries or affecting any property of any Credit Party or any of its Subsidiaries that constitute an Event of Default, nor is there any Litigation pending, or to the best knowledge of any Credit Party threatened, against any Credit Party or any of its Subsidiaries which Litigation could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

5.11Use of Proceeds; Margin Regulations.

(a)No part of the proceeds of any Loan will be used for “buying” or “carrying” “margin stock” within the respective meanings of such terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect or for any other purpose that violates the provisions of the regulations of the Board of Governors of the Federal Reserve System.

(b)Borrowers shall utilize the proceeds of the Loans for (i) ongoing working capital purposes and other general company purposes (including financing Capital Expenditures) and/or (ii) to make the 2013 Special Distribution.

5.12Ownership of Property; Liens. As of the Closing Date and the Restatement Effective Date, the real property (together with any real property acquired by any Credit Party after the Closing Date, collectively, the “Real Estate”) listed in Schedule 5.12 constitutes all of the real property owned, leased, subleased or used by any Credit Party or any of its Subsidiaries. Each of the Credit Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased material Real Estate. Schedule 5.12 further describes any material Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor as of the Closing Date or the Restatement Effective Date. Each of the Credit Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its material personal property and assets. None of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to Parent Borrower or any other Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances against the properties or assets of any Credit Party or any of its Subsidiaries. As of the Closing Date and the Restatement Effective Date, no portion of any Credit Party’s or any of its Subsidiaries’ Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

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5.13Environmental Matters. Except as set forth in Schedule 5.13:

(a)the Real Estate is free of contamination from any Hazardous Material except for such contamination that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;

(b)no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, from or about any of their Real Estate, except for such Releases that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;

(c)the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except for such noncompliance that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;

(d)the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and all Environmental Permits are valid, uncontested and in good standing, except where the failure to be valid, uncontested or in good standing could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;

(e)there are no Releases of Hazardous Materials on, at, in, under, from or about any formerly owned or leased property of any Credit Party that are likely to result in any Environmental Liabilities of such Credit Party or Subsidiary which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;

(f)there is no pending or, to the actual knowledge of the Credit Parties, threatened Litigation (including any that alleges criminal misconduct by any Credit Party or any Subsidiary of a Credit Party) arising under any Environmental Laws or related to any Environmental Permits or the Release of Hazardous Materials which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;

(g)except for such matters that have been resolved or could not reasonably be expected to result in Environmental Liabilities which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no written notice has been received by any Credit Party or any Subsidiary of a Credit Party identifying any of them as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and (ii) to the knowledge of the Credit Parties, there are no facts, circumstances or conditions that may result in any of the Credit Parties or their Subsidiaries being identified as a “potentially responsible party” under CERCLA or analogous state statutes; and

(h)the Credit Parties have made available to Agent copies of all material environmental reports, reviews and audits and all material written information pertaining to actual or potential Environmental Liabilities that could reasonably be expected to result in a Material Adverse Effect, in each case, existing as of the Closing Date and the Restatement Effective Date and relating to any of the Credit Parties or their Subsidiaries.

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5.14ERISA.

(a)Except with respect to Multiemployer Plans, each Qualified Plan has received a determination or opinion letter from the IRS pursuant to which the IRS has determined or opined that such Qualified Plan is qualified under Section 401 of the IRC and that the trust created under such Qualified Plan is exempt from tax under the provisions of Section 501 of the IRC. To the knowledge of each Credit Party, nothing has occurred that would cause the loss of such qualification or tax-exempt status. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) each Plan is in compliance with the applicable provisions of ERISA and the IRC, including the timely filing of all reports required under the IRC or ERISA, including the statement required by 29 CFR Section 2520.104-23; (ii) neither any Credit Party nor ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any such Plan and (iii) to the knowledge of each Credit Party, neither any Credit Party nor ERISA Affiliate has engaged in a “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan, that would subject any Credit Party to a tax on prohibited transactions imposed by Section 502(1) of ERISA or Section 4975 of the IRC.

(b)Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or could reasonably be expected to occur; (iii) there are no pending, or to the knowledge of Borrowers, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan; and (iv) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a “standard termination” as that term is used in Section 404(b)(1) of ERISA, nor has any Title IV Plan of any Credit Party or ERISA Affiliate (determined at any time within the past five years) with Unfunded Pension Liabilities been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate.

5.15Brokers. (a) No broker or finder acting on behalf of any Credit Party or Affiliate thereof brought about the obtaining, making or closing of the Loans or the Related Transactions, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated in connection with the Consent Solicitation and (b) no Credit Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.

5.16Deposit Accounts; Securities Accounts; Other Accounts.   Schedule 5.16 lists all banks and other financial institutions at which any Credit Party maintains deposit accounts, securities accounts or other accounts (including any commodities accounts) as of the Closing Date and the Restatement Effective Date, including the Disbursement Account and any other disbursement accounts, and such Schedule 5.16 correctly identifies the name, address and telephone number of each depository institution, securities intermediary or other financial institution as of the Closing Date and the Restatement Effective Date, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

5.17[Reserved].

5.18Insurance.   Schedule 5.18 lists (i) all insurance policies of any nature maintained, as of the Restatement Effective Date, for current occurrences by each Credit Party, and (ii) a summary of the key business terms of each such policy such as deductibles, coverage limits and term of policy.

5.19Investment Company Act. None of the Credit Parties is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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5.20[Reserved].

5.21Taxes. Each of Holdings, Parent Borrower and each of its Subsidiaries has (a) timely filed or caused to be timely filed all federal Tax Returns and all material state, local and foreign Tax Returns or materials required to have been filed by it and all such Tax Returns are true and correct in all material respects and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves in accordance with GAAP and (ii) which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Each of Holdings, Parent Borrower and each of its Subsidiaries has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. Each of Holdings, Parent Borrower and each of its Subsidiaries is unaware of any proposed or pending tax assessments, deficiencies or audits that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

5.22Collateral Documents.

(a)Security Agreement. The Security Agreement is effective to create in favor of the Agent for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, the Collateral pledged thereunder and, when (i) financing statements and other filings in appropriate form are filed in the office of the Secretary of State of the State of Delaware and (ii) upon the taking of possession or control by the Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Agent to the extent possession or control by the Agent is required hereby or by the Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the grantors in such Collateral (other than Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case, subject to no Liens other than Permitted Encumbrances.

(b)PTO Filing; Copyright Office Filing. When the Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office or financing statements are filed in the office of the Secretary of State of the State of Delaware, the Liens created by the Security Agreement shall constitute fully perfected first priority Liens on, and security interests in, each Credit Party’s right, title and interest in Patents and Trademarks registered or applied for with the United States Patent and Trademark Office or Copyrights registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Encumbrances and, such Liens are enforceable as such against any and all creditors of and purchasers from any Credit Party.

(c)Mortgages. Each Mortgage is effective to create, in favor of the Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Real Estate thereunder and the proceeds thereof, subject only to Permitted Encumbrances or other Liens acceptable to the Decision Agent, and when the Mortgages are filed in the offices specified on Schedule 7(a) to the Perfection Certificate (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Section 2.8, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Section 2.8), the Mortgages shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Credit Parties in such Real Estate and the proceeds thereof, in each case prior and

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superior in right to any other Person, other than Permitted Encumbrances and Liens permitted by such Mortgage.

(d)Valid Liens. Each Collateral Document delivered pursuant to Section 2.8 will, upon execution and delivery thereof, be effective to create in favor of the Agent, for the benefit of the Secured Parties, legal, valid, enforceable and continuing first priority Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Credit Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Encumbrances.

SECTION 6.

DEFAULT, RIGHTS AND REMEDIES

6.1Event of Default. “Event of Default” shall mean the occurrence or existence of any one or more of the following:

(a)Payment. (i) Failure to pay any installment or other payment of principal of any Loan when due, or to repay Revolving Loans to reduce their balance to the maximum amount of Revolving Loans then permitted to be outstanding or to reimburse any L/C Issuer for any payment made by such L/C Issuer under or in respect of any Letter of Credit when due or (ii) failure to pay, within five (5) days after the due date, any interest on any Loan, any Fee or any other amount due under this Agreement or any of the other Loan Documents; or

(b)Default in Other Agreements. (i) Any Credit Party or any of its Subsidiaries fails to pay when due (after giving effect to any applicable grace period) any principal or interest on Indebtedness (other than the Loans) or any Contingent Obligations having a principal or face amount in excess of $5,000,000 in the aggregate; or (ii) breach or default of any Credit Party or any of its Subsidiaries, or the occurrence of any condition or event, with respect to any Indebtedness (other than the Loans) or any Contingent Obligations, if the effect of such breach, default or occurrence is to cause or to permit the holder or holders then to cause, Indebtedness and/or Contingent Obligations having a principal amount in excess of $5,000,000 in the aggregate to become or be declared due prior to their stated maturity; or

(c)Breach of Certain Provisions; Breach of Warranty. Failure of any Credit Party to perform or comply with any term, condition or covenant contained in Section 2.4 (with respect to Parent Borrower only), Section 3 or Section 4.1(a) and 4.1(e)(i); or

(d)Borrowing Base Certificate; Breach of Warranty. (i) Any information contained in any Borrowing Base Certificate is untrue or incorrect in any respect (other than inadvertent, immaterial errors not exceeding $5,000,000 in the aggregate in any Borrowing Base Certificate) and such information is not corrected within five (5) Business Days after the date on which notice thereof shall have been given to Parent Borrower by Agent or any Lender; or (ii) any representation or warranty herein or in any Loan Document or in any written statement, report, Financial Statement or certificate (other than a Borrowing Base Certificate) made or delivered to Agent or any Lender by any Credit Party is untrue or incorrect in any material respect (except that

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such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by the text thereof) as of the date when made or deemed made; or

(e)Other Defaults Under Loan Documents. Any Credit Party defaults in the performance of or compliance with any term contained in this Agreement or the other Loan Documents (other than occurrences described in other provisions of this Section 6.1, for which a different grace or cure period is specified, or for which no cure period is specified and which constitute immediate Events of Default) and such default is not remedied or waived within thirty (30) days after the earlier of (i) receipt by Parent Borrower of notice thereof from Agent or the Requisite Lenders of such default or (ii) actual knowledge of Parent Borrower or any other Credit Party of such default; or

(f)Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court enters a decree or order for relief with respect to any Credit Party in an involuntary case under the Bankruptcy Code, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law; or (ii) the continuance of any of the following events for sixty (60) days unless dismissed, bonded or discharged: (A) an involuntary case is commenced against any Credit Party, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (B) a decree or order of a court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Credit Party, or over all or a substantial part of its property, is entered; or (C) a receiver, trustee or other custodian is appointed without the consent of a Credit Party, for all or a substantial part of the property of the Credit Party; or

(g)Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) any Credit Party commences a voluntary case under the Bankruptcy Code, or consents to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or (ii) any Credit Party makes any assignment for the benefit of creditors; or (iii) any Credit Party fails to pay its debts as they become due or admits in writing its present or prospective inability to pay its debts as they become due; or (iv) the Board of Directors of any Credit Party adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this Section 6.1(g); or

(h)Judgment and Attachments. Any money judgment, writ or warrant of attachment, or similar process (other than those described elsewhere in this Section 6.1) involving an amount in excess of $10,000,000 in the aggregate (to the extent not adequately covered by insurance as to which the insurance company has acknowledged coverage) is entered or filed against one or more of the Credit Parties or any of their respective assets and remains undischarged, unvacated, unbonded or unstayed for a period of sixty-five (65) days; or

(i)Invalidity of Loan Documents. Any of the Loan Documents for any reason, other than a partial or full release or termination in accordance with the terms thereof, ceases to be in full force and effect or is declared to be null and void, or any Credit Party denies that it has any further liability under any Loan Documents to which it is party, or gives notice to such effect, or the Loan Documents cease to create a perfected first priority Lien on a material portion of the Collateral or a Credit Party so asserts; or

(j)Change of Control. A Change of Control occurs; or

(k)[Reserved].

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(l)ERISA. One or more ERISA Events shall have occurred that, in the reasonable opinion of the Requisite Lenders, when taken together with all other such ERISA Events, could reasonably be expected to result in (i) a Material Adverse Effect or (ii) the imposition of a Lien on any properties of Holdings or its Subsidiaries and such Lien will or could reasonably be expected to result in a Material Adverse Effect.

6.2Suspension or Termination of Revolving Loan Commitments. Upon the occurrence of any Default or Event of Default, Agent may, and at the request of Requisite Lenders, Agent shall, without notice or demand, immediately suspend or terminate all or any portion of Lenders’ obligations to make additional Loans or issue or cause to be issued Letters of Credit under the Revolving Loan Commitment; provided that, in the case of a Default, if the subject condition or event is waived by Requisite Lenders or cured within any applicable grace or cure period, the Revolving Loan Commitment (and obligations to make additional Loans or issue or cause to be issued Letters of Credit in connection therewith) shall be reinstated.

6.3Acceleration and Other Remedies.

(a)Upon the occurrence of any Event of Default described in Section 6.1(f) or 6.1(g), the Revolving Loan Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, Swing Line Loans and Letter of Credit Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by each Credit Party, and the Revolving Loan Commitments shall thereupon terminate.

(b)Upon the occurrence and during the continuance of any other Event of Default, Agent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Parent Borrower (i) reduce the aggregate amount of the Revolving Loan Commitments from time to time, (ii) declare all or any portion of the Revolving Loans, the Swing Line Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (iii) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (iv) demand that Borrowers immediately deliver cash collateral or a standby letter of credit (in form and substance and from an issuer reasonably satisfactory to Agent) to Agent for the benefit of L/C Issuers (and Borrowers shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations, (v) set-off against any outstanding Obligations amounts held in the accounts of any Credit Party maintained by or with the Agent, any Lender or their respective Affiliates and (vi) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrowers hereby grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any Fees, Charges (excluding any Excluded Taxes) and expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be returned to Parent Borrower on behalf of Borrowers. Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as the Decision Agent may request with respect to such cash collateral.

6.4Performance by Agent. If any Credit Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, Agent may perform or attempt to perform such covenant, duty or agreement on behalf of such Credit Party after the expiration of any cure or grace

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periods set forth herein. In such event, such Credit Party shall, at the request of Agent, promptly pay any amount reasonably expended by Agent in such performance or attempted performance to Agent, together with interest thereon at the highest rate of interest in effect upon the occurrence of an Event of Default as specified in Section 1.2(d) from the date of such expenditure until paid. Notwithstanding the foregoing, it is expressly agreed that Agent shall not have any liability or responsibility for the performance of any obligation of any Credit Party under this Agreement or any other Loan Document.

6.5          Application of Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default:

(a)           Borrowers irrevocably waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of Borrowers, and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent; and

(b)           the proceeds of any sale of, or other realization upon, all or any part of the Collateral, any other amounts received under the Guaranty or enforcement of the Loan Documents or any proceeds of the foregoing otherwise received by Agent shall be applied:

(i)            first, to all Fees, costs and expenses incurred by or owing to Agent and thereafter any Lender with respect to this Agreement, the other Loan Documents or the Collateral;

(ii)           second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts following the commencement of any Insolvency or Liquidation Proceeding or otherwise);

(iii)          third, to the principal amount of the Obligations outstanding (other than Cash Management Obligations and Obligations pursuant to Related Swap Contracts); and

(iv)          fourth to any other Obligations of Borrowers owing to Agent or any Lender under the Loan Documents or to any Secured Party in respect of Cash Management Obligations and/or Related Swap Contracts.

The Credit Parties shall remain liable for any deficiency.

Any balance remaining shall be delivered to Parent Borrower on behalf of Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.

SECTION 7.

CONDITIONS TO LOANS

The obligations of Lenders and L/C Issuers to make Loans and to issue or cause to be issued Letters of Credit are subject to satisfaction of all of the applicable conditions set forth below.

7.1          Conditions to Loans on the Restatement Effective Date. The obligations of the Lenders and L/C Issuers to make the Loans and to issue or cause to be issued Letters of Credit, in each case, on the Restatement Effective Date are, in addition to the conditions precedent specified in Section 7.2, subject to

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the delivery of all documents listed on, the taking of all actions set forth on and the satisfaction of all other conditions precedent listed in the Closing Checklist attached hereto as Annex C.

7.2          Conditions to All Loans. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of Credit Obligation, if, as of the date thereof (the “Funding Date”):

(a)           any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by the text thereof) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, in which case, as of such earlier date, and Agent or Requisite Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect;

(b)           any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation); or

(c)           after giving effect to any Advance (or the incurrence or renewal of any Letter of Credit Obligations), the outstanding amount of the Revolving Loans (including, without duplication, Swing Line Loans and Letter of Credit Obligations) would exceed the Borrowing Base (except as provided in Section 1.l(a)(ii)).

The request and acceptance by a Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, a representation and warranty by Borrowers that the conditions in this Section 7.2 have been satisfied.

SECTION 8.

ASSIGNMENT AND PARTICIPATION

8.1          Assignment and Participations.

(a)           Subject to the terms of this Section 8.1, any Lender may make an assignment to a Qualified Assignee of, or sale of participation in, at any time or times, the Loan Documents, Loans, Letter of Credit Obligations and any Revolving Loan Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (and, if different, the L/C Issuer and the Swing Line Lender) (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) only if such assignment is not to an existing Lender and the execution of an assignment agreement (an “Assignment Agreement” substantially in the form attached as Exhibit 8.1 to the Existing Credit Agreement and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent); (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) any such partial assignment of the Revolving Loan Commitments shall be in a minimum of $5,000,000 and in an amount equal to a multiple of $1,000,000 in excess thereof; provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Qualified Assignee (or to a Qualified Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (iv) require a payment to Agent of an

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assignment fee of $3,500; provided, however, that the Agent may, in its sole discretion, elect to waive such assignment fee; provided, further, that no such assignment fee shall be paid by any Lender assigning Loans or Revolving Loan Commitments to an Affiliate; and (v) so long as no Event of Default under Section 6.1(a), (f) or (g) has occurred and is continuing, require the consent of Parent Borrower, which shall not be unreasonably withheld or delayed; provided that no such consent of Parent Borrower shall be required for an assignment to a Lender meeting the requirements of clause (a) of the definition of Qualified Assignee that does not result in immediate increased costs to Parent Borrower under Section 1.12. In the case of an assignment by a Lender under this Section 8.1 the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Revolving Loan Commitments or assigned portion thereof from and after the date of such assignment. Borrowers hereby acknowledge and agree that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender.” In all instances, each Lender’s liability to make Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the Revolving Loan Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Parent Borrower and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 8.1(a), (a) any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, (b) any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor or pledge such Obligations and rights to a trustee for the benefit of its investors or holders of obligations of such Lender and (c) the Agent shall acknowledge each assignment for it to be effective even if its consent thereto is not required.

(b)           Any participation by a Lender (which Lenders shall be free to make) of all or any part of its Revolving Loan Commitments shall be made with the understanding that all amounts payable by Borrowers hereunder shall be determined as if that Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Loan in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Loan in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Solely for purposes of Sections 1.12, 1.13, 8.3 and 9.1, Borrowers acknowledge and agree that a participation shall give rise to a direct obligation of Borrowers to the participant and the participant shall be considered to be a “Lender.” Borrowers further acknowledge and agree that each participant shall be entitled to the benefits of Section 1.13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that a participant shall not be entitled to receive any greater payment under Section 1.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrowers’ prior written consent or the higher amount results from a change in law as described in Section 1.13(b); provided further that no participant shall be entitled to the benefits of Section 1.13 to the extent that the tax in question results from a failure by such participant to comply with Section 1.13(c) as if such participant were a Lender. Except as set forth in the two preceding sentences no Borrower or any other Credit Party shall have any obligation or duty to any participant. Neither Agent nor any Lender (other than the Lender selling a participation) shall have any duty to any participant and may continue to deal solely with the Lender selling a participation as if no such sale had occurred.

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(c)           Except as expressly provided in this Section 8.1, no Lender shall, as between Borrowers and that Lender, or Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans, the Notes or other Obligations owed to such Lender.

(d)           Agent shall maintain, on behalf of Borrowers, at the Agent’s Office a “register” for recording the name, address, commitment and Loans owing to each Lender (including assignees) and the assignment of the Loan Documents, Loans, Letter of Credit Obligations, any Revolving Loan Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. The entries in such register shall be presumptive evidence of the amounts due and owing to each Lender in the absence of manifest error. Borrowers, Agent and each Lender shall treat each Person whose name is recorded in such register pursuant to the terms hereof as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The register described herein shall be available for inspection by Borrowers and any Lender (with respect to itself only), at any reasonable time upon reasonable prior notice.

(e)           A Lender may furnish any information concerning Credit Parties in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants); provided that such Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 9.13.

(f)            Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the applicable Credit Party, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

8.2          Agent.

(a)           Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf and on behalf of its Affiliates as the Agent hereunder and under the other Loan Documents, the Cash Management Documents and the Related Swap Contracts and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 8.2 are solely for the benefit of the Agent, the Lenders and the L/C Issuer, and no Borrower has rights as a third party beneficiary of any of such provisions.

The Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders on their behalf and on behalf of their respective Affiliates (in their capacities as a Lender, Swing Line Lender (if applicable), or party to a Cash Management Document or Related Swap Contract) and the L/C Issuer hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.2(e) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Section 8.2, Section 1.3(e) and Section 9 (including Section 9.1, as

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though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Wells Fargo Capital Finance, LLC shall act as co-collateral agent under the Loan Documents and each of the Lenders on their behalf and on behalf of their respective Affiliates (in their capacities as a Lender, Swing Line Lender (if applicable), or party to a Cash Management Document or Related Swap Contract) and the L/C Issuer hereby irrevocably appoints and authorizes Wells Fargo Capital Finance, LLC to act as co-collateral agent under the Loan Documents. Notwithstanding the foregoing, Wells Fargo Capital Finance, LLC shall not have any rights or obligations as co-collateral agent that it does not have as a Lender and its title of co-collateral agent is subject to Section 8.7 in all respects.

(b)           Rights as a Lender. The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Parent Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders.

(c)           Exculpatory Provisions. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Agent:

(i)            shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)           shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law; and

(iii)          shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Subsidiaries in any capacity.

The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 6 and 9.2) or (ii) in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Agent by a Borrower, a Lender or the L/C Issuer.

The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv)

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the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Section 7 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

(d)           Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for a Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(e)           Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

(f)            Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and Parent Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, in consultation with the Parent Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Requisite Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 8.2,

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Section 1.3(e) and Section 9.1 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Any resignation by Bank of America as Agent pursuant to this Section 8.2 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents (other than with respect to Letters of Credit issued by it prior to such resignation), and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

(g)           Non-Reliance on Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

(h)           No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Persons listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent, a Lender or the L/C Issuer hereunder.

(i)            Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or any other judicial proceeding relative to any Credit Party, the Agent (irrespective of whether the principal of any Loan or Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on a Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i)            to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Agent under Sections 1.3 and 9.1) allowed in such judicial proceeding; and

(ii)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Agent and, if the Agent shall consent to the making of such payments directly to the Lenders and the L/C

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Issuer, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 1.3 and 9.1.

Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding.

(j)            Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Agent, at its option and in its discretion,

(i)            to release any Lien on any property granted to or held by the Agent under any Loan Document (i) upon termination of the Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 9.2;

(ii)           to release any Borrower from its obligations hereunder if such Person ceases to be a Subsidiary of Parent Borrower as a result of a transaction permitted hereunder; and

(iii)          to subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 3.2(a)(iii).

Upon request by the Agent at any time, the Requisite Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Borrower from its obligations hereunder. In each case as specified in this Section 8.2(j), the Agent will, at Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Borrower from its obligations, in each case in accordance with the terms of the Loan Documents and this Section 8.2(j).

(k)           Withholding Tax. To the extent required by law (as determined by the Agent in its good faith discretion), the Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting or expanding the obligations of the Credit Parties under Section 1.13, each Lender shall indemnify the Agent, and shall make payable in respect thereof within thirty (30) calendar days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Agent) incurred by or asserted against the Agent by the IRS or any other Governmental Authority as a result of the failure of the Agent to properly withhold tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 8.2(k). The agreements in this Section 8.2(k) shall survive the resignation

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and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of any Loans and all other amounts payable under the Loan Documents.

8.3          Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender and each Affiliate of a Lender is hereby authorized by Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Parent Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender or Affiliate of a Lender at any of its offices for the account of Parent Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Parent Borrower or its Subsidiaries), and (ii) other property at any time held or owing by such Lender or Affiliate of a Lender to or for the credit or for the account of Parent Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender or Affiliate of a Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off (including any setoff by an Affiliate of such Lender) shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender or Affiliate of a Lender in accordance with their respective Pro Rata Shares.

8.4          Disbursement of Funds. Agent may, on behalf of Lenders, disburse funds to Parent Borrower for Loans requested. Each Lender shall reimburse Agent on demand for all funds disbursed on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent its Pro Rata Share of any Loan before Agent disburses same to Borrowers. If Agent elects to require that each Lender make funds available to Agent prior to a disbursement by Agent to Borrowers, Agent shall advise each Lender by telephone or fax or other similar form of transmission of the amount of such Lender’s Pro Rata Share of the Loan requested by a Borrower no later than 1:00 p.m. (New York time) on the Funding Date applicable thereto, and each such Lender shall pay Agent such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to Agent’s account specified on Annex D on such Funding Date. If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after Agent’s demand, Agent shall promptly notify the Borrowers, and the Borrowers shall immediately repay such amount to Agent. Any repayment required pursuant to this Section 8.4 shall be without premium or penalty. Nothing in this Section 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Section 8.5, shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that Agent or a Borrower may have against any Lender as a result of any default by such Lender hereunder.

8.5          Disbursements of Advances; Payment.

(a)           Advances; Payments.

(i)            Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Lenders, promptly after receipt of a Notice of Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Credit Advance is received, by fax, telephone or other similar form of transmission. Each Lender shall make the amount of such Lender’s Pro Rata Share of a Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex D not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of a Base Rate Loan and not later than 11:00 a.m. (New York time) on the requested Funding Date

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in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to a Borrower as designated by such Borrower in the Notice of Credit Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind.

(ii)           To the extent that any Lender (a “Non-Funding Lender”) has failed to fund any payment owed by it to Agent under this Agreement or Advances or failed to fund the purchase of any participation required to be purchased by it under this Agreement, Agent shall be entitled to set off the funding shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers.

(b)           Availability of Lender’s Pro Rata Share. Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each Funding Date. If such Pro Rata Share of each Revolving Credit Advance, is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Parent Borrower and Borrowers shall immediately repay such amount to Agent. Nothing in this Section 8.5(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Loan Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. To the extent that Agent advances funds to Borrowers on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Lender.

(c)           Return of Payments.

(i)            If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from Borrowers and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind.

(ii)           If Agent determines at any time that any amount received by Agent under this Agreement must be returned to Parent Borrower on behalf of Borrowers or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to Parent Borrower or such other Person, without setoff, counterclaim or deduction of any kind.

(d)           Non-Funding Lenders. The failure of any Non-Funding Lender to make any Revolving Credit Advance or any payment required by it hereunder, or to purchase any participation in any Swing Line Loan to be made or purchased by it on the date specified therefor shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Advance, or purchase such participation on such date, but neither any Other Lender nor Agent shall be responsible for the failure of any Non-Funding Lender to make an Advance, purchase a participation or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Lender” (or be included in the calculation of “Requisite Lenders” or

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“Supermajority Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document other than those voting rights set forth in Sections 9.2(d)(i), 9.2(d)(iii) and 9.2(d)(ix).

(e)Dissemination of Information. Agent shall use reasonable efforts to provide Lenders with any notice of Default or Event of Default received by Agent from, or delivered by Agent to, any Credit Party, with notice of any Event of Default of which Agent has become actually aware and with notice of any action taken by Agent following any Event of Default; provided that Agent shall not be liable to any Lender for any failure to do so.

(f)Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or the Notes (including exercising any rights of setoff) without first obtaining the prior written consent of Agent and the Requisite Lenders, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Notes shall be taken in concert and at the direction or with the consent of Agent and the Requisite Lenders. Agent is authorized to issue all notices to be issued by or on behalf of the Lenders with respect to any subordinated Indebtedness.

8.6Related Obligations Matters. The benefit of this Agreement and the other Loan Documents relating to the Collateral shall extend to and be available in respect of any Obligation arising under any Related Swap Contract or any Cash Management Obligation that is otherwise owed to Persons other than Agent, Lenders and L/C Issuer (collectively, “Related Obligations”) solely on the condition and understanding, as among the Agent and all Secured Parties, that (a) the Related Obligations shall be entitled to the benefit of the Loan Documents and the Collateral to the extent expressly set forth in this Agreement and the other Loan Documents and to such extent Agent shall hold, and have the right and power to act with respect to, the Guaranty and the Collateral on behalf of and as agent for the holders of the Related Obligations, but Agent is otherwise acting solely as agent for Lenders and L/C Issuer and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation whatsoever to any holder of Related Obligations, (b) all matters, acts and omissions relating in any manner to the Guaranty, the Collateral, or the omission, creation, perfection, priority, abandonment or release of any Lien, shall be governed solely by the provisions of this Agreement and the other Loan Documents and no separate Lien, right, power or remedy shall arise or exist in favor of any Secured Party under any separate instrument or agreement or in respect of any Related Obligation, (c) each Secured Party shall be bound by all actions taken or omitted, in accordance with the provisions of this Agreement and the other Loan Documents, by the Agent and the Requisite Lenders, each of whom shall be entitled to act at its sole discretion and exclusively in its own interest given its own Revolving Loan Commitments and its own interest in the Loans, Letter of Credit Obligations and other Obligations to it arising under this Agreement or the other Loan Documents, without any duty or liability to any other Secured Party or as to any Related Obligation and without regard to whether any Related Obligation remains outstanding or is deprived of the benefit of the Collateral or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no holder of Related Obligations and no other Secured Party (except Agent, Lenders and L/C Issuer, to the extent set forth in this Agreement) shall have any right to be notified of, or to direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under this Agreement or the Loan Documents and (e) no holder of any Related Obligation shall exercise any right of setoff, banker’s lien or similar right except to the extent provided in Section 8.3 and then only to the extent such right is exercised in compliance with Section 8.3.

8.7Other Agents. None of the Lenders or other Persons identified on the cover page or signature pages of this Agreement as a “collateral agent,” “documentation agent,” “syndication agent,” “arranger” or “co-manager” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Persons in their respective capacities as Lenders, those

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applicable to all Lenders as such. Without limiting the foregoing, no Lender or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any other Lender or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

SECTION 9.

MISCELLANEOUS

9.1Indemnities. Borrowers shall indemnify the Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by a Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, leased or operated by Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent Borrower or any of its Subsidiaries and (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Credit Party or any Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Parent Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under the paragraph above or Section 1.3(e) to be paid by it to the Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Pro Rata Share of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) or L/C Issuer in connection with such capacity.

9.2Amendments and Waivers.

(a)Except for actions, consents or approvals expressly permitted to be taken or given by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or any consent to any departure by any Credit Party therefrom, shall in any

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event be effective unless the same shall be in writing (it being understood that any necessary signatures may be on a document consenting to such amendment, modification, termination or waiver) and:

(i)in the case of an amendment to cure any ambiguity, omission, defect or inconsistency, signed by Agent and Parent Borrower; and

(ii)in the case of any other amendment, modification, termination or waiver, signed by Parent Borrower, Agent and by Requisite Lenders, and to the extent required below, Supermajority Lenders or all affected Lenders.

(b)No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement that (i) increases the percentage of the advance rates set forth in the definitions of Eligible Accounts Formula or Eligible Rental Fleet and Equipment Formula, (ii) makes less restrictive the nondiscretionary criteria for exclusion from Eligible Accounts or Eligible Rental Fleet and Equipment set forth in Section 1.7 or 1.9 or (iii) modifies the definition of Excess Availability, shall be effective unless the same shall be in writing and signed by Agent, Supermajority Lenders and Parent Borrower.

(c)No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement that waives compliance with the conditions precedent set forth in Section 7.2 to the making of any Loan or the incurrence of any Letter of Credit Obligations shall be effective unless the same shall be in writing and signed by Agent, Supermajority Lenders and Parent Borrower. Notwithstanding anything contained in this Agreement to the contrary, no waiver or consent with respect to any Default or any Event of Default shall be effective for purposes of the conditions precedent to the making of Loans or the incurrence of Letter of Credit Obligations set forth in Section 7.2 unless the same shall be in writing and signed by Agent, Supermajority Lenders and Parent Borrower.

(d)No amendment, modification, termination or waiver of or consent with respect to any provision of this Agreement shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase the principal amount of any Lender’s Revolving Loan Commitment (which action shall be deemed to directly affect only those Lenders providing such increased Revolving Loan Commitments); (ii) reduce the principal of, rate of interest on or Fees payable with respect to any Loan or Letter of Credit Obligations of any affected Lender; (iii) extend any scheduled payment date or final maturity date of the principal amount of any Loan of any affected Lender or extend the maturity or potential maturity of any Letter of Credit beyond the fifth (5th) day prior to the fifth (5th) anniversary of the Restatement Effective Date; (iv) waive, forgive, defer, extend or postpone any payment of interest or Fees as to any affected Lender (which action shall be deemed only to affect those Lenders to whom such payments are made); (v) except in connection with an Asset Disposition expressly permitted pursuant to this Agreement, release the Guaranty or, except as otherwise permitted in Section 3.7, release all or substantially all of the Collateral (which action shall be deemed to directly affect all Lenders); (vi) change the definition of Requisite Lenders or Supermajority Lenders to decrease the percentage of the Revolving Loan Commitments or of the aggregate unpaid principal amount of the Loans specified therein; (vii) subordinate the Obligations or the Liens securing them (which action shall be deemed to directly affect all Lenders); (viii) change the definition of LIBOR Period to permit the availability of interest periods in excess of six months without the agreement of all Lenders; (ix) alter the pro rata sharing provisions herein, (x) amend or modify any provision of this Section 9.2 or (xi) amend, modify or waive any provision of Section 6.5.

(e)No amendment, modification, termination or waiver affecting the rights or duties of Agent, the Swing Line Lender or L/C Issuers under this Agreement or any other Loan Document shall be effective unless in writing and signed by Agent, the Swing Line Lender or L/C Issuers, as the case may

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be, in addition to Lenders required hereinabove to take such action. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

(f)No amendment, modification, termination or waiver shall be required for Agent to take additional Collateral pursuant to any Loan Document.

(g)No notice to or demand on any Credit Party in any case shall entitle such Credit Party or any other Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9.2 shall be binding upon each holder of the Revolving Loan Commitments and the Notes at the time outstanding and each future holder of the Revolving Loan Commitments and the Notes.

9.3Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

If to Parent Borrower:	Neff LLC
	3750 N.W. 87th Avenue
	Suite 400
	Miami, Florida 33178
	ATTN: Mark Irion, Chief Financial Officer
	Phone: (305) 901-2280
	Fax: (305) 513-4156
	Email: MIrion@Neffcorp.com
	Website:www.neffcorp.com
	With a copy to:
	Wayzata Investment Partners LLC
	701 East Lake Street
	Wayzata, MN 55391
	ATTN: Susan Peterson
	Phone: (952) 345-0700
	Fax: (952) 345-8901
	With a copy to:
	Stroock & Stroock & Lavan LLP
	180 Maiden Lane
	New York, NY 10038
	ATTN: Matthew A. Schwartz, Esq.
	Phone: (212) 806-5929
	Fax: (212) 806-6006
If to Holdings	To such Credit Party
or any other Credit	c/o Neff LLC
Party (other than	3750 N.W. 87th Avenue
	Suite 400

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Parent Borrower):	Miami, Florida 33178
	ATTN: Mark Irion, Chief Financial Officer
	Phone: (305) 901-2280
	Fax: (305) 513-4156
	Email: MIrion@Neffcorp.com
	With a copy to:
	Wayzata Investment Partners LLC
	701 East Lake Street
	Wayzata, MN 55391
	ATTN: Susan Peterson
	Phone: (952) 345-0700
	Fax: (952) 345-8901
	With a copy to:
	Stroock & Stroock & Lavan LLP
	180 Maiden Lane
	New York, NY 10038
	ATTN: Matthew A. Schwartz, Esq.
	Phone: (212) 806-5929
	Fax: (212) 806-6006
If to Agent, L/C Issuer	BANK OF AMERICA, N.A.
or Swing Line Lender:	300 Galleria Parkway, Suite 800
	Atlanta, GA 30339
	ATTN: Loan Administration
	Phone: (404) 607-3200
	Fax:(404) 607-3277
	Email: dennis.losin@baml.com
If to a Lender:	To the address set forth on the signature page hereto or in the applicable Assignment Agreement

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided herein shall be effective as provided herein.

Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Section 1 if such Lender or the L/C Issuer, as applicable, has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. The Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by

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electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of a Credit Party’s or the Agent’s transmission of Borrower Materials through the internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Credit Party, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

Each Credit Party, the Agent, each Arranger, the L/C Issuer and the Swing Line Lender may change its address, email address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, email address, facsimile or telephone number for notices and other communications hereunder by notice to Parent Borrower, the Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Agent from time to time to ensure that the Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Parent Borrower or its securities for purposes of United States federal or state securities laws.

The Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of a Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from

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any confirmation thereof. The Borrowers shall indemnify the Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Borrower. All telephonic notices to and other telephonic communications with the Agent may be recorded by the Agent, and each of the parties hereto hereby consents to such recording.

9.4Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of Agent or any Lender to exercise, nor any partial exercise of, any power, right or privilege hereunder or under any other Loan Documents shall impair such power, right, or privilege or be construed to be a waiver of any Default or Event of Default. All rights and remedies existing hereunder or under any other Loan Document are cumulative to and not exclusive of any rights or remedies otherwise available.

9.5Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in payment of any or all of the Obligations. To the extent that a Borrower makes payments or Agent enforces its Liens or Agent or any Lender exercises its right of setoff, and such payments or the proceeds of such enforcement or setoff are subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid by anyone, then to the extent of such recovery, the Obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

9.6Severability. The invalidity, illegality, or unenforceability in any jurisdiction of any provision under the Loan Documents shall not affect or impair the remaining provisions in the Loan Documents.

9.7Lenders’ Obligations Several; Independent Nature of Lenders’ Rights. The obligation of each Lender hereunder is several and not joint and no Lender shall be responsible for the obligation or commitment of any other Lender hereunder. In the event that any Lender at any time should fail to make a Loan as herein provided, the Lenders, or any of them, at their sole option, may make the Loan that was to have been made by the Lender so failing to make such Loan. Nothing contained in any Loan Document and no action taken by Agent or any Lender pursuant hereto or thereto shall be deemed to constitute Lenders to be a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt.

9.8Headings. Section and subsection headings are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purposes or be given substantive effect.

9.9Applicable Law. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS WHICH DOES NOT EXPRESSLY SET FORTH APPLICABLE LAW SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

9.10Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns except that neither Parent Borrower nor any other Credit Party may assign its rights or obligations hereunder without the written consent of Agent and all Lenders and any prohibited assignment shall be absolutely void ab initio.

9.11No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Credit Party acknowledges and agrees that: (i)

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(A) the arranging and other services regarding this Agreement provided by the Agent and the other Persons named on the cover page hereof are arm’s-length commercial transactions between the Credit Parties, on the one hand, and the Agent and such other Persons, on the other hand, (B) each Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agent and each other Person named on the cover page hereof is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Credit Party, or any other Person and (B) neither the Agent nor any other Person on the cover page hereof has any obligation to a Credit Party with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agent, the other Persons named on the cover page hereof and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Parties and their Affiliates, and neither the Agent nor any other Person on the cover page hereof has any obligation to disclose any of such interests to any Credit Party or its Affiliates. To the fullest extent permitted by law, each Credit Party hereby waives and releases any claims that it may have against the Agent and all other Persons on the cover page hereof with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

9.12Construction. Agent, each Lender, Parent Borrower and each other Credit Party acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review the Loan Documents with its legal counsel and that the Loan Documents shall be construed as if jointly drafted by Agent, each Lender, Parent Borrower and each other Credit Party.

9.13Confidentiality. Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts Agent or such Lender applies to maintaining the confidentiality of its own confidential information) to maintain as confidential all confidential information provided to them by the Credit Parties and designated as confidential for a period of two (2) years following receipt thereof, except that Agent and any Lender may disclose such information (a) to Persons employed or engaged by Agent, such Lender or such Lender’s Affiliates; (b) to any bona fide assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 9.13 (and any such bona fide assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in the foregoing clause (a)); (c) as required or requested by any Governmental Authority, including any self-regulatory authority, or reasonably believed by Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any Litigation to which Agent or such Lender is a party; (f) that ceases to be confidential through no fault of Agent or any Lender; (g) to any party hereto; (h) with the consent of Parent Borrower; or (i) that becomes available to such Person or its Affiliates on a non-confidential basis.

9.14CONSENT TO JURISDICTION. PARENT BORROWER AND EACH CREDIT PARTY HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREE THAT, SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. PARENT BORROWER AND EACH CREDIT PARTY EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. PARENT

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BORROWER AND EACH CREDIT PARTY HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON PARENT BORROWER AND SUCH CREDIT PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO PARENT BORROWER, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

9.15WAIVER OF JURY TRIAL. PARENT BORROWER, EACH CREDIT PARTY, AGENT AND EACH LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. PARENT BORROWER, EACH CREDIT PARTY, AGENT AND EACH LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN ITS RELATED FUTURE DEALINGS.

9.16Survival of Warranties and Certain Agreements. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the making of the Loans, issuances of Letters of Credit and the execution and delivery of the Notes. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of Borrowers set forth in Sections 1.3(e), 1.12, 1.13 and 9.1 (including with respect to assignees and participants to the extent provided in Section 8.1) shall survive the repayment of the Obligations and the termination of this Agreement.

9.17Entire Agreement. This Agreement, the Notes and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior commitments, agreements, representations, and understandings, whether oral or written, relating to the subject matter hereof, and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. All Exhibits, Schedules and Annexes referred to herein are incorporated in this Agreement by reference and constitute a part of this Agreement.

9.18Counterparts; Effectiveness. This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one in the same instrument. This Agreement shall become effective upon the execution of, and provision to the Agent of, a counterpart hereof by each of the parties hereto.

9.19Replacement of Lenders.

(a)Within fifteen (15) days after receipt by Parent Borrower of written notice and demand from any Lender for payment pursuant to Section 1.12 or 1.13 and such Lender being unable to change its lending office after a request therefor pursuant to Section 1.12(c) or, as provided in Section 9.19(c), after certain refusals by any Lender to consent to certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that have been approved by Requisite Lenders (any such Lender demanding such payment or refusing to so consent being referred to herein as an “Affected Lender”), Parent Borrower may, at its option, notify Agent and such Affected Lender of its intention to obtain, at Parent Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Parent Borrower obtains a Replacement Lender that will purchase all outstanding Obligations owed to

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such Affected Lender and assume its Revolving Loan Commitments hereunder within ninety (90) days following notice of Parent Borrower’s intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of Section 8.1 for an amount equal to the principal balance of all Loans held by such Affected Lender and all accrued interest and Fees with respect thereto through the date of sale, provided that Parent Borrower has reimbursed such Affected Lender for any administrative fee payable pursuant to Section 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to Section 1.12 or 1.13, paid all amounts required to be paid to such Affected Lender pursuant to Section 1.12 or 1.13 through the date of such sale and assignment.

(b)In the case of a Non-Funding Lender pursuant to Section 8.5(a), at Parent Borrower’s request, Agent or a Person acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such Person, all of the Loans and Revolving Loan Commitments of that Non-Funding Lender for an amount equal to the principal balance of all Loans held by such Non-Funding Lender and all accrued interest and Fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. Assignments effected pursuant to this clause (b) or clause (a) above or (c) below shall be effective even if the Affected Lender, Non-Consenting Lender or Non-Funding Lender, as applicable, does not sign an Assignment Agreement.

(c)If, in connection with any proposed amendment, modification, waiver or termination pursuant to Section 9.2 (a “Proposed Change”):

(i)requiring the consent of all affected Lenders, the consent of Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this clause (i) and in clause (ii) below being referred to as a “Non-Consenting Lender”), or

(ii)requiring the consent of Supermajority Lenders, the consent of Requisite Lenders is obtained, but the consent of Supermajority Lenders is not obtained,

then, so long as Agent is not a Non-Consenting Lender, at Parent Borrower’s written request, Agent, or a Person reasonably acceptable to Agent, shall have the right with Agent’s consent (but shall have no obligation) to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Agent’s request, sell and assign to Agent or such Person, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all Loans held by the Non-Consenting Lenders and all accrued interest and Fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. Notwithstanding anything in the foregoing to the contrary, Non-Consenting Lenders shall only be required to assign under this Section 9.19 so long as all Non-Consenting Lenders are replaced and the Proposed Change is thus approved.

9.20Patriot Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Lender) hereby notifies the Credit Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender or the Agent, as applicable, to identify each Credit Party in accordance with the Act.

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9.21        Joint and Several Liability. All Loans and other extensions of credit, upon funding, shall be deemed to be jointly funded to and received by Borrowers. Each Borrower is jointly and severally liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared or disbursed by or among Borrowers themselves, or the manner in which the Agent and/or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower shall be liable for all amounts due to the Agent and/or any Lender from Borrowers under this Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans and extensions of credit received or the manner in which such Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower’s Obligations with respect to Loans and other extensions of credit made to it, and such Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the other Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such Borrower. Borrowers acknowledge and expressly agree with the Agent and each Lender that the joint and several liability of each Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Documents to any or all of the other Borrowers and is not required or given as a condition of extensions of credit to such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by the Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Agent and/or any Lender, (iv) the failure by the Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of any other Borrower, (v) the Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to any Borrower’s Obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to Revolving Loans or other extensions of credit made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Agent and/or any Lender now has or may hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Agent and/or any Lender. Upon any Event of Default, the Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. Notwithstanding anything to the contrary in the foregoing, none of the foregoing provisions of this Section 9.21 shall apply to any Person released from its Obligations as a Borrower in accordance with this Agreement.

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9.22        Contribution and Indemnification Among Borrowers. Each Borrower is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

9.23        Agency of Parent Borrower for Each Other Borrower. Each of the other Borrowers irrevocably appoints Parent Borrower as its agent for all purposes relevant to this Agreement, including the giving and receipt of notices and execution and delivery of all documents, instruments, and certificates contemplated herein (including, without limitation, execution and delivery to the Agent of all financial certificates, compliance certificates and borrowing related notices) and all modifications hereto. Any acknowledgment, consent, direction, certification, or other action which might otherwise be valid or effective only if given or taken by all or any of Borrowers or acting singly, shall be valid and effective if given or taken only by Parent Borrower, whether or not any of the other Borrowers join therein, and the Agent and the Lenders shall have no duty or obligation to make further inquiry with respect to the authority of Parent Borrower under this Section 9.23; provided that nothing in this Section 9.23 shall limit the effectiveness of, or the right of the Agent and the Lenders to rely upon, any notice (including without limitation a borrowing and conversion notices), document, instrument, certificate, acknowledgment, consent, direction, certification or other action delivered by any Borrower pursuant to this Agreement.

9.24        Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Parent Borrower or any other Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any substantial part of its property, or otherwise, all as though such payments had not been made.

9.25        Express Waivers by Borrowers in Respect of Cross Guaranties and Cross Collateralization. Each Borrower agrees as follows:

(a)           Each Borrower hereby waives: (i) notice of acceptance of this Agreement; (ii) notice of the making of any Loans, the issuance of any Letter of Credit or any other financial accommodations made or extended under the Loan Documents or the creation or existence of any Obligations; (iii) notice of the amount of the Obligations, subject, however, to such Borrower’s

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right to make inquiry of the Agent to ascertain the amount of the Obligations at any reasonable time; (iv) notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase such Borrower’s risk with respect to such other Borrower under the Loan Documents; (v) notice of presentment for payment, demand, protest, and notice thereof as to any promissory notes or other instruments among the Loan Documents; and (vi) all other notices (except if such notice is specifically required to be given to such Borrower hereunder or under any of the other Loan Documents to which such Borrower is a party) and demands to which such Borrower might otherwise be entitled.

(b)           Each Borrower hereby waives the right by statute or otherwise to require the Agent or any Lender to institute suit against any other Borrower or to exhaust any rights and remedies which the Agent or any Lender has or may have against any other Borrower. Each Borrower further waives any defense arising by reason of any disability or other defense of any other Borrower (other than the defense of payment in full) or by reason of the cessation from any cause whatsoever of the liability of any such Borrower in respect thereof.

(c)           Each Borrower hereby waives and agrees not to assert against the Agent, any Lender, or any L/C Issuer: (i) any defense (legal or equitable) other than a defense of payment, set-off, counterclaim, or claim which such Borrower may now or at any time hereafter have against any other Borrower or any other party liable under the Loan Documents; (ii) any defense, set-off, counterclaim, or claim of any kind or nature available to any other Borrower (other than a defense of payment) against the Agent, any Lender, or any L/C Issuer, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Obligations or any security therefor; (iii) any right or defense arising by reason of any claim or defense based upon an election of remedies by the Agent, any Lender, or any L/C Issuer under any applicable law; and (iv) the benefit of any statute of limitations affecting any other Borrower’s liability hereunder.

(d)           Each Borrower consents and agrees that, without notice to or by such Borrower and without affecting or impairing the obligations of such Borrower hereunder, the Agent may (subject to any requirement for consent of any of the Lenders to the extent required by this Agreement), by action or inaction: (i) compromise, settle, extend the duration or the time for the payment of, or discharge the performance of, or may refuse to or otherwise not enforce the Letter of Credit documents; (ii) release all or any one or more parties to any one or more of the Letter of Credit documents or grant other indulgences to any other Borrower in respect thereof; (iii) amend or modify in any manner and at any time (or from time to time) any of the Letter of Credit documents; or (iv) release or substitute any Person liable for payment of the Obligations, or enforce, exchange, release, or waive any security for the Obligations.

(e)           Each Borrower represents and warrants that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower agrees that neither the Agent, any Lender, nor any L/C Issuer has any responsibility to inform any Borrower of the financial condition of any other Borrower or of any other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

9.26        Amendment and Restatement.

(a)           The Borrowers, Holdings, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and provisions of this Agreement and the

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terms and provisions of the Existing Credit Agreement, except as otherwise provided in the next paragraph, shall be superseded by this Agreement.

(b)           Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Borrowers and Holdings shall continue to be liable to the Agent and the Lenders with respect to agreements on the part of the Borrowers and Holdings under the Existing Credit Agreement to indemnify and hold harmless the Agent and the Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Lenders may be subject arising in connection with the Existing Credit Agreement prior to the Restatement Effective Date. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Borrowers and Holdings under the Existing Credit Agreement and is not intended to constitute a novation of the Existing Credit Agreement or to have any effect on the applicability of the terms, including any defaults, of the Existing Credit Agreement for dates prior to the Restatement Effective Date. Upon the effectiveness of this Agreement all amounts outstanding and owing by the Borrowers under the Existing Credit Agreement shall constitute Obligations hereunder.

(c)           By execution of this Agreement all parties hereto agree that (i) each of the Collateral Documents and other Loan Documents is hereby amended if at all necessary such that all references to the Existing Credit Agreement and the Loans and Obligations thereunder shall be deemed to refer to this Agreement and the Loans and Obligations hereunder, (ii) the Guaranty is reaffirmed and (iii) all security interests and Liens granted under the Collateral Documents shall continue and secure the Obligations hereunder and the obligations of Holdings under the Guaranty. Each Credit Party hereby confirms, ratifies, reaffirms and continues the existence of the security interest and Lien created under the Security Agreement, in favor of the Agent for itself and the benefit of the Secured Parties, in and on all of the Collateral covered by the Security Agreement.

9.27        Authorization of Amendments. Each Lender, by its execution of this Agreement on the Restatement Effective Date, consents and agrees to the terms of Amendment No. 1 to the Intercreditor Agreement and authorizes and empowers the Agent to execute and deliver such amendment. The Lenders further consent to the entry by the Agent into the amendment or reaffirmation of any Collateral Document deemed necessary or advisable by the Agent in connection herewith.

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Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.

NEFF LLC, as Parent Borrower
By:	/s/ Mark Irion
	Name:	Mark Irion
	Title:	Chief Financial Officer
NEFF HOLDINGS LLC,
as Holdings and a Credit Party
By:	/s/ Mark Irion
	Name:	Mark Irion
	Title:	Chief Financial Officer
NEFF RENTAL LLC,
as a Borrower
By:	/s/ Mark Irion
	Name:	Mark Irion
	Title:	Chief Financial Officer

[Neff — A&R Credit Agreement]

BANK OF AMERICA, N.A.,
as Agent, Co-Collateral Agent, L/C Issuer, Swing Line
Lender and a Lender
By:	/s/ Dennis S. Losin
	Name:		Dennis S. Losin
	Title:		Senior Vice President
Credit Contact: SE Loan Administration
Address:		300 Galleria Parkway, Suite 800
		Atlanta, GA 30339
Operations Contact: ABL Servicing — Waukesha
Address:		20975 Swenson Dr
		Waukesha, WI 53186

[Neff — A&R Credit Agreement]

WELLS FARGO CAPITAL FINANCE, LLC,
as Co-Collateral Agent and Syndication Agent and a
Lender
By:	/s/ Kevin S. Fong
	Name:	Kevin S. Fong
	Title:	Authorized Signatory
Credit Contact:			Kevin S. Fong
Address:			Syndicated Finance
			2450 Colorado Avenue
			Suite 3000 West
			Santa Monica, CA 90404
			310-453-7222
Operations Contact:			Wade Lin
Address:			Syndicated Finance
			2450 Colorado Avenue
			Suite 3000 West
			Santa Monica, CA 90404
			310-453-7271

[Neff — A&R Credit Agreement]

REGIONS BANK,
as Documentation Agent and a Lender
By:	/s/ Bruce Kasper
	Name:	Bruce Kasper
	Title:	Attorney in Fact
Credit Contact:
Address: 250 Park Avenue NY NY 10177
Operations Contact: Anna Isbell
Address: 1900 5th Avenue North
Birmingham Alabama 35203

[Neff — A&R Credit Agreement]

PNC BANK, N.A.,
as a Lender
By:	/s/ John Cunningham
	Name:	John Cunningham
	Title:	Vice President
Credit Contact: John Cunningham
Address: 200 S. Wacker Dr., Chicago, II 60606
Operations Contact: Paul Raquepo
Address:

[Neff — A&R Credit Agreement]

CIT FINANCE LLC,
as a Lender
By:	/s/ Donna H. Evans
	Name:	Donna H. Evans
	Title:	Director

Credit Contact: Chris Handler
Address:	5420 LBJ Freeway, Ste 200
	Dallas, TX 75240
Operations Contact: Krystal Powell
Address:	134 Wooding Avenue
	Danville, VA 24541

[Neff — A&R Credit Agreement]

RBS CITIZENS BUSINESS CAPITAL, A DIVISION
OF RBS ASSET FINANCE, INC.
as a Lender
By:	/s/ Brian J. Baker
	Name:	Brian J. Baker
	Title:	Senior Vice President
Credit Contact:			James Herzog
Address:			8521 Leesburg Pike, Suite 405
			Vienna, VA 22182
Operations Contact:			Matt Rodrigues
Address:			100 Sockanosset Rd
			Cranston, RI 02920

[Neff — A&R Credit Agreement]

SUNTRUST BANK,
as a Lender
By:	/s/ Seth Meier
	Name: Seth Meier
	Title: Director
Credit Contact: Nigel Fabien
Address: 303 Peachtree Street, Atlanta GA 30308
Operations Contact: Christy kemp
Address: 303 Peachtree Street, Atlanta GA 30308

[Neff — A&R Credit Agreement]

NYCB SPECIALTY FINANCE COMPANY,
LLC, A WHOLLY-OWNED SUBSIDIARY OF
NEW YORK COMMUNITY BANK, as a Lender
By:	/s/ Willard D. Dickerson, Jr.
	Name:	Willard D. Dickerson, Jr.
	Title:	Senior Vice President
Credit Contact: Willard D. Dickerson, Jr.
Address: 16 Chestnut Street, Foxboro, MA 02035
Operations Contact: Mary C. Trabucco
Address: 16 Chestnut Street, Foxboro, MA 02035

[Neff — A&R Credit Agreement]

A-1 ANNEX A TO CREDIT AGREEMENT DEFINITIONS Capitalized terms used in the Loan Documents shall have (unless otherwise provided elsewhere in the Loan Documents) the following respective meanings and all references to Sections, Exhibits, Schedules or Annexes in the following definitions shall refer to Sections, Exhibits, Schedules or Annexes of or to this Agreement unless specified otherwise to refer to Exhibits or Schedules to the Existing Credit Agreement: “2011 Notes Transactions” means the issuance of the Second Lien Notes, the entry into the purchase agreement relating to the Second Lien Notes, the entry into the Second Lien Notes Indenture and the security documents, certificates, instruments and agreements entered into and executed in connection therewith and the transactions contemplated thereby, the 2011 Special Distribution and the entry into Amendment No. 2 to the Existing Credit Agreement, and the consummation of the transactions contemplated by all of the foregoing. “2011 Special Distribution” means that certain distribution made on or about May 5, 2011, to the members of Holdings in an amount not exceeding $120 million with a portion of the proceeds of the Second Lien Notes. “2013 Notes Transactions” means (a) the Consent Solicitation, (b) the execution and delivery of Supplemental Indenture No. 1 with respect to the Second Lien Notes Indenture, (c) the execution and delivery of Amendment No. 1 to the Intercreditor Agreement and (d) the consummation of the transactions contemplated by each of the foregoing (including the making of any consent payments in connection with the Consent Solicitation). “2013 Special Distribution” means a distribution made on or about the Restatement Effective Date to the members of Holdings in an amount not to exceed $110 million with the proceeds of Revolving Loans. “Accommodation Payment” has the meaning specified in Section 9.22. “Account Debtor” means any Person who may become obligated to any Credit Party under, with respect to, or on account of, an Account, Chattel Paper or General Intangibles (including a payment intangible). “Accounts” means all “accounts,” as such term is defined in the Code, owned on the Closing Date or thereafter acquired by any Credit Party, such term to include (a) all accounts receivable, other receivables, book debts, Rental Payments and other forms of obligations (other than, except in the case of Rental Payments, forms of obligations evidenced by Chattel Paper or Instruments) (including any such obligations that may be characterized as an account or contract right under the Code), (b) all of each Credit Party’s rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Credit Party’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to confidential confidential

A-2 payment due to any Credit Party for property sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Credit Party or in connection with any other transaction (whether or not yet earned by performance on the part of such Credit Party) and (e) all collateral security of any kind, now or hereafter in existence, given by any Account Debtor or other Person with respect to any of the foregoing. “Acquisition Pro Forma” has the meaning specified in the definition of Pro Forma. “Act” has the meaning specified in Section 9.20. “Advances” means any Revolving Credit Advance or Swing Line Advance, as the context may require. “Affected Lender” has the meaning specified in Section 9.19(a). “Affiliate” means, with respect to any Person, each Person that controls, is controlled by or is under common control with such Person; provided that for purposes of Section 3.8, the term “Affiliate” shall include each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 10% or more of the Stock having ordinary voting power in the election of directors of such Person; provided, however, that the term “Affiliate” shall specifically exclude Agent and each Lender. For the purposes of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise. “Affiliate Transaction” has the meaning specified in Section 3.8(a). “Agent” means Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, L/C Issuers and any other Secured Parties, or its successor appointed pursuant to Section 8.2. “Agent Fee Letter” means that certain Administrative Agent Fee Letter, dated as of the Restatement Effective Date, between Neff LLC and the Agent, relating to certain fees payable in connection with this Agreement, and any other fee letter replacing or supplementing such Administrative Agent Fee Letter and relating to fees payable to the Agent. “Agent Parties” has the meaning specified in Section 9.3. “Agent’s Office” means the Agent’s offices located at One Bryant Park, New York, New York 10036 or such other office designated in writing by Agent to Parent Borrower and the Lenders. “Agreement” means, on any date, this Amended and Restated Credit Agreement (including all schedules, subschedules, annexes and exhibits hereto), as the same may be amended, supplemented, restated or otherwise modified from time to time. confidential confidential

A-3 “Allocable Amount” has the meaning specified in Section 9.22. “Applicable L/C Margin” means the per annum interest rate, from time to time in effect, payable with respect to outstanding Letter of Credit Obligations as determined by reference to the definition of “Applicable Margins.” “Applicable Margins” means collectively the Applicable L/C Margin, the Applicable Unused Line Fee Margin, the Applicable Revolver Base Rate Margin and the Applicable Revolver LIBOR Margin. The Applicable Margins are as follows: Applicable Revolver Base Rate Margin 1.50% Applicable Revolver LIBOR Margin 2.50% Applicable L/C Margin 2.50% Applicable Unused Line Fee Margin Utilized Amount Margin > 66.00% 0.25% 66.00% and > 33.00% 0.375% < 33.00% 0.50% The Applicable Margins (other than the Applicable Unused Line Fee Margin) shall be adjusted (up or down) from time to time prospectively on a quarterly basis as determined by Average Availability for the most recently completed quarter, commencing with the first Business Day after the end of the first full calendar quarter commencing after the Restatement Effective Date and continuing with the first Business Day of the first calendar month that occurs more than one (1) day after each Fiscal Quarter thereafter. Adjustments in Applicable Margins will be determined by reference to the following grids: If the Average Availability is: Level of Applicable Margins: Less than $100,000,000 Level I Equal to or greater than $100,000,000 but less than $200,000,000 Level II Equal to or greater than $200,000,000 Level III confidential confidential

A-4 Applicable Margins Level I Level II Level III Applicable Revolver Base Rate Margin 1.50% 1.25% 1.00% Applicable Revolver LIBOR Margin 2.50% 2.25% 2.00% Applicable L/C Margin 2.50% 2.25% 2.00% In addition, the Applicable Margins (other than the Applicable Unused Line Fee Margin) shall be reduced by 0.25%, from time to time, for any period (a “Reduction Period”) commencing on the date on which quarterly Financial Statements required to be delivered pursuant to Section 4.1(b) are delivered and the Consolidated Total Leverage Ratio based on such Financial Statements is less than 2.75 to 1.00 and ending on the date, if any, on which quarterly Financial Statements required to be delivered pursuant to Section 4.1(b) are delivered and the Consolidated Total Leverage Ratio based on such Financial Statements is 2.75 to 1.00 or more. At the end of any Reduction Period, the Applicable Margins shall be increased by 0.25% until the date on which any other Reduction Period commences. At the end of each Fiscal Quarter, concurrently with the delivery of the quarterly Financial Statements required to be delivered pursuant to Section 4.1(b) hereof, Parent Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margins. The initial Applicable Margins shall be based on Level I until the first full Fiscal Quarter ending after the Restatement Effective Date. Failure to timely deliver such certificate or the occurrence of any other Default or Event of Default shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margins to the highest level set forth in the foregoing grid, until the first Business Day following the delivery of a certificate demonstrating that such an increase is not required and the cure or waiver of all other Defaults and Events of Default. In the event that any certificate is shown to be inaccurate (regardless of whether this Agreement or the Revolving Loan Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Parent Borrower shall immediately deliver to the Agent a correct certificate for such Applicable Period, (ii) the Applicable Margin shall be determined in accordance with the Average Availability indicated on such correct certificate and (iii) Parent Borrower shall immediately pay to the Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period. Nothing herein shall limit the rights of the Agent and Lenders with respect to Sections 1.2(d) and 6. “Applicable Revolver Base Rate Margin” means the per annum interest rate margin from time to time in effect and payable in addition to the Base Rate applicable to the Revolving Loans, as determined by reference to the definition of “Applicable Margins.” “Applicable Revolver LIBOR Margin” means the per annum interest rate from time to time in effect and payable in addition to the LIBOR Rate applicable to the Revolving Loans, as determined by reference to the definition of “Applicable Margins.” confidential confidential

A-5 “Applicable Unused Line Fee Margin” means the per annum interest rate, from time to time in effect, payable in respect of Borrowers’ non-use of committed funds pursuant to Section 1.3(b), which interest rate is determined by reference to the definition of “Applicable Margins.” “Approved Appraiser” means Rouse Asset Services, Inc., Hunyady Appraisal Services, Ritchie Brothers Auctioneers or such other appraisal company of similar qualifications and standing acceptable to Agent in its sole discretion. “Approved Fund” has the meaning specified in the definition of “Qualified Assignee”. “Arranger Fee Letter” means that certain Engagement and Fee Letter, dated as of October 29, 2013, among Neff LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, relating to certain fees payable in connection with this Agreement, and any other fee letter replacing or supplementing such Engagement and Fee Letter and relating to fees payable to the Arranger. “Arranger” means, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or its successors. “Asset Disposition(s)” means (a) the disposition, whether by sale, lease, transfer, rental, conveyance, license or otherwise, of (i) any of the Stock or other equity or ownership interest of any direct or indirect Subsidiary of Holdings or (ii) any or all of the assets of Holdings or any of its Subsidiaries, (b) any loss or destruction of, or damage to, any or all of the assets of Holdings or any of its Subsidiaries that results in the receipt by such Person of insurance proceeds with respect to such assets and/or (c) any loss of property of Holdings or any of its Subsidiaries by condemnation, taking of such property or otherwise, that results in the receipt by such Person of a compensation payment in respect thereof. “Assignee Group” means two or more Qualified Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. “Assignment Agreement” has the meaning specified in Section 8.1(a). “Average Availability” means for any period the average Excess Availability over the Business Days in such period measured as of the end of each such Business Day. “Bank of America” means Bank of America, N.A. “Bank Products” means (a) Related Swap Contracts, (b) products and services under Cash Management Documents and (c) to the extent not otherwise included in the foregoing, any or all types of banking products, services or facilities (other than Letters of Credit) extended to any Borrower by Agent or any Person that was a Lender or an Affiliate of Agent or any Lender at the time it entered into such banking products, services or facilities, including credit card services, merchant card services and such other banking products or services as may be requested by any Borrower (on behalf of itself or its Subsidiaries). confidential confidential

A-6 “Banking Relationship Debt” means Indebtedness or other obligations of any Borrower owing (a) to Agent, any Lender or any of their respective Affiliates with respect to any Bank Products or (b) to Agent in connection with its having provided any guaranty or indemnity on behalf of any such Person. “Bankruptcy Code” means the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., or other applicable bankruptcy, insolvency or similar laws, as now and hereafter in effect, or any successor statute. “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors. “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus ½ of 1%; (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”; and (iii) the LIBOR Rate for a 30-day interest period as of such day plus 1%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. “Base Rate Loan(s)” means a Loan or portion thereof bearing interest by reference to the Base Rate. “Board of Directors” means, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing. “Board of Governors of the Federal Reserve System” means the Board of Governors of the Federal Reserve System of the United States. “Borrower Materials” has the meaning specified in Section 4.1. “Borrowers” means Parent Borrower and each Domestic Subsidiary of Parent Borrower (excluding Neff Finance). “Borrower’s Accountants” means Deloitte & Touche LLP or such other independent certified public accountants of nationally recognized standing reasonably acceptable to Agent. “Borrowing Base” means, with respect to the Credit Parties, as of any date of determination, from time to time, an amount equal to, without duplication, the lesser of (a) the Maximum Amount and (b) (i) the sum of (A) the Eligible Accounts Formula and (B) the Eligible Rental Fleet and Equipment Formula, less (ii) any Reserves established by the Decision Agent confidential confidential

A-7 in its Permitted Discretion (it being understood that no Reserves may be imposed with respect to (x) Hedging Agreements existing on the Closing Date and obligations under Hedging Agreements existing on the Closing Date and (y) the specific events, conditions, facts and circumstances that have occurred prior to the Restatement Effective Date that caused the Decision Agent (or formed the basis for the Decision Agent’s determination) to establish the Reserve in an amount equal to $25,000,000 in effect immediately prior to the Restatement Effective Date); provided, that with respect to any Subsidiary of Parent Borrower which becomes a Credit Party at any time after the Closing Date, the Accounts and Rental Fleet and Equipment of such new Credit Party shall not be included in the Borrowing Base until (x) Agent shall have conducted such appraisals, audits, evaluations and/or inspections of such Collateral as Agent shall deem reasonably necessary or advisable with respect to such Collateral and (y) Parent Borrower and such Subsidiary shall have complied with the requirements of Section 2.8. Borrowing Base reserve determinations and decisions will be made by the Decision Agent in its Permitted Discretion. “Borrowing Base Certificate” has the meaning specified in Section 4.1(e). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Agent’s Office is located and, if such day relates to any LIBOR Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. “Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such insurance proceeds, as the case may be. “Capital Lease(s)” means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, would be required to be classified and accounted for as a Capital Lease on a balance sheet of such Person. “Capital Lease Obligation” means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease. “Cash Collateral” means cash or deposit account balances pledged and deposited with or delivered to Agent, for the benefit of the L/C Issuer, as collateral for the Letter of Credit Obligations, in an amount equal to 105% of such Letter of Credit Obligations, pursuant to documentation in form and substance reasonably satisfactory to the L/C Issuer (which documents are hereby consented to by the Lenders to the extent applicable). confidential confidential

A-8 “Cash Equivalents” means: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (ii) issued by any agency of the United States government the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after acquisition thereof; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after acquisition thereof and having, at the time of acquisition, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) commercial paper maturing no more than one year from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (d) certificates of deposit or bankers’ acceptances issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than $250,000,000, in each case maturing within one year after issuance or acceptance thereof; and (e) shares of any money market mutual or similar fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) through (d) above, (ii) has net assets of not less than $500,000,000 and (iii) has the highest rating obtainable from either S&P or Moody’s. “Cash Management Document” means any certificate, agreement or other document executed by any Borrower in respect of the Cash Management Obligations of any such Person. “Cash Management Obligation(s)” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management services (including treasury, depository, return item, overdraft, controlled disbursement, credit, merchant store value or debit card, purchase card, electronic funds transfer, interstate depository network, automatic clearing house transfer and other cash management arrangements) provided after the Closing Date (regardless of whether these or similar services were provided prior to the Closing Date by Agent, any Lender or any Affiliate of any of them) by Agent or any Person that was a Lender or Agent or an Affiliate of Agent or any Lender at the time the applicable Cash Management Documents were entered into, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith. “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.). “Certificate of Exemption” has the meaning specified in Section 1.13(c). confidential confidential

A-9 “Certificate of Title” means any certificate of title, certificate of ownership or any other registration certificate issued under the laws of any state or commonwealth of the United States or any political subdivision thereof with respect to motor vehicles or other vehicles. “Change of Control” means any event, transaction or occurrence as a result of which: (a) at any time prior to the consummation of a Qualifying IPO, the Permitted Holders cease to “beneficially own” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) and control all of the voting rights associated with ownership of more than fifty percent (50%) of the outstanding Stock of Holdings having ordinary voting power on a fully diluted basis; or (b) at any time as of or after the consummation of a Qualifying IPO, (A) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and excluding the Permitted Holders) shall become the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of outstanding Stock having more than thirty-five percent (35%) of the ordinary voting power of the Qualifying IPO Issuer and (B) the Permitted Holders shall own outstanding Stock having a lesser percentage of the ordinary voting power of the Qualifying IPO Issuer at such time; or (c) during any period of twelve (12) consecutive months, the Board of Directors of Holdings (or, after the consummation of a Qualifying IPO, the Qualifying IPO Issuer) shall not, for any reason other than death or disability, consist of a majority of the Continuing Directors; or (d) Holdings ceases to own and control all of the voting rights associated with all of the outstanding Stock of Parent Borrower. “Charges” means all federal, state, county, city, municipal, local, foreign or other governmental taxes (including premiums and other amounts owed to the PBGC at the time due and payable), levies, assessments, charges, Liens, claims or encumbrances upon or relating to (a) the Collateral, (b) the Obligations, (c) the employees, payroll, income or gross receipts of any Credit Party, (d) any Credit Party’s ownership or use of any properties or other assets, or (e) any other aspect of any Credit Party’s business. “Chattel Paper” means any “chattel paper,” as such term is defined in the Code, including electronic chattel paper, now owned or hereafter acquired by any Credit Party, wherever located. “Closing Checklist” means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with this Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex C. confidential confidential

A-10 “Closing Date” means October 1, 2010. “Code” means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided that to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 shall govern; provided, further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Agent’s or any Secured Party’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions. “Collateral” means the property covered by the Security Agreement, the Mortgages and the other Collateral Documents and any other property of any of the Credit Parties, real or personal, tangible or intangible, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of Agent, on behalf of itself and the Secured Parties, to secure the Obligations or any portion thereof. “Collateral Documents” means the Security Agreement, the Pledge Agreement, the Guaranty, the Mortgages, the Patent Security Agreements, the Trademark Security Agreements, the Copyright Security Agreements, the Control Agreements and all similar agreements entered into guaranteeing payment of, or granting a Lien upon property of any of the Credit Parties as security for payment of, the Obligations or any portion thereof. “Commitment Termination Date” means the earliest of (a) the date which is the fifth anniversary of the Restatement Effective Date, (b) the date of termination of Lenders’ obligations to make Advances and to incur Letter of Credit Obligations or permit existing Revolving Loans to remain outstanding pursuant to Section 6.3, (c) the date of (i) prepayment in full by Borrowers of the Revolving Loans, (ii) the cancellation and return (or stand-by guarantee) of all Letters of Credit or the cash collateralization of all Letter of Credit Obligations pursuant to Section 1.5(f), and (iii) the permanent reduction of the Revolving Loan Commitments to zero Dollars ($0) and (d) the date that is ninety days prior to the maturity date of the Second Lien Notes to the extent any Second Lien Notes remain outstanding on such date. “Compliance and Pricing Certificate” has the meaning specified in Section 4.1(m). “Concentration Account” means any cash collateral account (which may be a deposit account or a securities account) that is (a) established by Agent from time to time in its sole discretion to receive cash and Cash Equivalents (or purchase cash or Cash Equivalents with funds received) from the Credit Parties or Persons acting on their behalf pursuant to the Loan Documents, (b) with such depositaries and securities intermediaries as Agent may determine in its sole discretion, (c) in the name of Agent (although such account may also have words referring to a Borrower and the account’s purpose), (d) under the control of Agent and (e) in the case of a securities account, with respect to which Agent shall be the Entitlement Holder (as confidential confidential

A-11 defined in the Code) and the only Person authorized to give Entitlement Orders (as defined in the Code). “Consent Solicitation” means the solicitation pursuant to that certain Consent Solicitation Statement, dated October 15, 2013, of Neff Rental LLC and Neff Finance in connection with the amendment of the Second Lien Notes Indenture and the Intercreditor Agreement (as amended, restated, supplemented or otherwise modified from time to time). “Consolidated EBITDA” means, for any period, an amount equal to Consolidated Net Income of Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP plus (a) the following to the extent deducted in calculating such Consolidated Net Income, but without duplication: (i) any provision for taxes based on income, capital or profits, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period (net of any credits applicable to any such taxes utilized or accrued during such period), (ii) total Interest Expense and, to the extent not reflected in such total Interest Expense, any losses on hedging obligations or other derivative transactions entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, (iii) depreciation and amortization expense, (iv) amortized debt discount, (v) cash expenses incurred in connection with the consummation of Permitted Acquisitions, the issuance of Qualified Stock or the incurrence of Indebtedness (in each case, whether or not the applicable Permitted Acquisition, issuance of Qualified Stock or incurrence of Indebtedness is consummated), (vi) all non-cash charges and non-cash losses (including the amount of (A) any compensation deduction as the result of any grant of Stock to employees, officers, directors, managers or members of management and (B) asset write-downs but excluding the write-down of any Accounts), (vii) cash expenses of a business acquired in connection with a Permitted Acquisition that will be eliminated within six months after the consummation of such acquisition which are either (x) permitted to be excluded by the Securities and Exchange Commission under Regulation S-X or (y) otherwise reasonably satisfactory to Agent, (viii) [Reserved], (ix) expenses incurred in connection with the consummation of the Related Transactions (as defined in the Existing Credit Agreement) to the extent such expenses were incurred within six months of the Closing Date, (x) expenses attributable to minority interests (excluding dividends and other distributions paid or payable in cash to the holders of such minority interests), (xi) any non-cash charge, expense or other impact attributable to application of the purchase method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase accounting adjustments), (xii) expenses in connection with rental splits, (xiii) fees, costs, expenses and charges related to the 2011 Special Distribution and any fees, costs, expenses and charges related to the 2011 Notes Transactions, (xiv) expenses and charges in connection with impairment of goodwill and other intangible assets, (xv) out-of-pocket expenses incurred by Wayzata or its Affiliates (or any of its principals, employees, agents or other representatives) in connection with its performance of management, consulting, monitoring, financial advisory or other services provided to Holdings and its Subsidiaries to the extent permitted hereunder, (xvi) [Reserved] and (xvii) any fees, costs, expenses or charges related to, or arising in connection with, this Agreement, the transactions contemplated hereby and the 2013 Notes Transactions (including any payment of fees under the Fee Letters and any consent payments paid in connection with the Consent Solicitation) and minus (b) the following to the extent included in calculating such Consolidated Net Income, but without duplication: (i) net after tax income from the early extinguish of indebtedness or hedging confidential confidential

A-12 obligations or other derivative instruments, (ii) gains from extraordinary items (net of loss from extraordinary items), (iii) any aggregate net gain (but not any aggregate net loss) arising from the sale, exchange or other disposition of capital assets (including any fixed assets, whether tangible or intangible, all Inventory sold in conjunction with the disposition of fixed assets and all Stock and other securities) excluding gains from the sale of Rental Fleet and Equipment and Inventory in the ordinary course of business and (iv) all non-cash items increasing Consolidated Net Income including the reversal of any non-cash charge or non-cash loss (in each case of or by Parent Borrower and its Subsidiaries for such period). Notwithstanding anything to the contrary in the foregoing, upon the consummation of a Permitted Acquisition, Consolidated EBITDA will be calculated on a pro forma basis to give effect to such Permitted Acquisition as if such Permitted Acquisition was completed on the first day of the applicable measurement period; provided that (a) income statement items attributable to the target acquired shall be included to the extent relating to any period applicable in such calculations to the extent (i) such items are not otherwise included in such income statement items for Parent Borrower and its Subsidiaries in accordance with GAAP or in accordance with this definition and (ii) such items are supported by financial statements or other information reasonably satisfactory to the Agent and (b) any Indebtedness incurred or assumed by any Borrower or any of its Subsidiaries (including target) in connection with such transaction and any Indebtedness of target which is assumed but not retired in connection with such transaction (i) shall be deemed to have been incurred as of the first day of the applicable measurement period and (ii) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable measurement period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination. “Consolidated Net Income” means, for any period, the consolidated net income (or loss) of Parent Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication: (a) the net income (or loss) of any Person (other than a Subsidiary of Parent Borrower) in which any Person other than Parent Borrower and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by Parent Borrower or (subject to clause (b) below) any of its Subsidiaries during such period; (b) the net income of any Subsidiary of Parent Borrower during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its organizational documents or any agreement, instrument or requirement of law applicable to that Subsidiary during such period; and (c) the net income (or loss) of any Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, Parent Borrower or any of its Subsidiaries. confidential confidential

A-13 “Consolidated Secured Indebtedness” means an amount equal to the aggregate principal amount of Indebtedness under this Agreement and any Parity Lien Debt that is secured by Liens on property or assets of any of the Credit Parties and secured refinancings thereof and any other Indebtedness incurred pursuant to Section 3.1(d) that is secured by Liens on property or assets of any of the Credit Parties (other than the Second Lien Notes and any Indebtedness issued, incurred or otherwise obtained in exchange for, or to renew, replace or refinance, in whole or in part, the Second Lien Notes or any such refinancing Indebtedness). “Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Secured Indebtedness as at such date (after giving effect to any incurrence or discharge of Indebtedness on such date) to (y) Consolidated EBITDA for the period of the most recent four consecutive Fiscal Quarters ending prior to the date of such determination for which consolidated Financial Statements of Holdings are available, provided that: (1) if since the beginning of such period any Credit Party shall have made an Asset Disposition to any Person that is not a Credit Party (other than Asset Dispositions that are permitted by Sections 3.7(a), 3.7(b) or 3.7(c)), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Asset Disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; and (2) if since the beginning of such period any Credit Party (by merger, consolidation or otherwise) shall have made an acquisition of assets or Stock (including any acquisition occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such acquisition occurred on the first day of such period. For purposes of this definition, whenever pro forma effect is to be given to any Asset Disposition or acquisition or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings and operations expense reductions relating to any such Asset Disposition, acquisition or other transaction) shall be as determined in good faith by a responsible financial or accounting officer of Holdings. “Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (x) Indebtedness of Parent Borrower and its Subsidiaries as at such date (after giving effect to any incurrence or discharge of Indebtedness on such date) to (y) Consolidated EBITDA for the period of the most recent four consecutive Fiscal Quarters ending prior to the date of such determination for which consolidated Financial Statements of Holdings are available, provided that: (1) if since the beginning of such period any Credit Party shall have made an Asset Disposition to any Person that is not a Credit Party (other than Asset Dispositions that are permitted by Sections 3.7(a), 3.7(b) or 3.7(c)), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if confidential confidential

A-14 positive) attributable to the assets that are the subject of such Asset Disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; and (2) if since the beginning of such period any Credit Party (by merger, consolidation or otherwise) shall have made an acquisition of assets or Stock (including any acquisition occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such acquisition occurred on the first day of such period. For purposes of this definition, whenever pro forma effect is to be given to any Asset Disposition or acquisition or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings and operations expense reductions relating to any such Asset Disposition, acquisition or other transaction) shall be as determined in good faith by a responsible financial or accounting officer of Holdings. “Contingent Obligation(s)” means, as applied to any Person, any direct or indirect liability of that Person: (a) with respect to Guaranteed Indebtedness and with respect to any Indebtedness, lease, dividend or other obligation of another Person if the purpose or intent of the Person incurring such liability, or the effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (b) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (c) pursuant to any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed. “Continuing Directors” means the directors or managers of Holdings on the Closing Date, after giving effect to the transactions contemplated hereby, and each other director or manager, if, in each case, such other director’s or manager’s nomination for election to the Board of Directors of Holdings (or the Qualifying IPO Issuer after a Qualifying IPO) is recommended by at least a majority of the then Continuing Directors or such other director or manager is approved by, or receives the vote of, the Permitted Holders in his or her election by the Stockholders of Holdings (or the Qualifying IPO Issuer after a Qualifying IPO). “Contractual Obligations” means, as applied to any Person, any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject. “Control Agreements” means: confidential confidential

A-15 (a) in the case of any bank account, a deposit account control agreement by and among the applicable Credit Party, Agent and the depository, in form customarily signed by Agent and otherwise in form and substance reasonably satisfactory in all respects to Agent (it being understood a form customarily signed by Agent is reasonably satisfactory) pursuant to which such depository acknowledges the security interest of Agent in the deposit account, agrees to comply with instructions originated by Agent directing disposition of the funds in the bank account without further consent from such Credit Party and agrees to subordinate and limit any security interest the bank may have in such bank account on terms reasonably satisfactory to Agent; (b) in the case of any securities account, a securities account control agreement by and among the applicable Credit Party, Agent and the securities intermediary, in form customarily signed by Agent and otherwise in form and substance reasonably satisfactory in all respects to Agent (it being understood a form customarily signed by Agent is reasonably satisfactory) pursuant to which such securities intermediary acknowledges the security interest of Agent in the securities account, agrees to comply with instructions originated by Agent directing disposition of the funds in the securities account without further consent from such Credit Party and agrees to subordinate and limit any security interest the securities intermediary may have in such securities account on terms reasonably satisfactory to Agent; and (c) in the case of any commodities account, a commodities account control agreement by and among the applicable Credit Party, Agent and the commodities intermediary, in form customarily signed by Agent and otherwise in form and substance reasonably satisfactory in all respects to Agent (it being understood a form customarily signed by Agent is reasonably satisfactory) pursuant to which such commodities intermediary acknowledges the security interest of Agent in the commodities account, agrees to comply with instructions originated by Agent directing disposition of the funds in the commodities account without further consent from such Credit Party and agrees to subordinate and limit any security interest the commodities intermediary may have in such commodities account on terms reasonably satisfactory to Agent. “Copyright License” means any and all rights now owned or hereafter acquired by any Credit Party under any written agreement granting any right to use any Copyright or Copyright registration. “Copyright Security Agreements” means the Copyright Security Agreements made in favor of Agent, on behalf of itself and the Secured Parties, by each applicable Credit Party. “Copyrights” means all of the following now owned or hereafter adopted or acquired by any Credit Party: (a) all copyrights and General Intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; and (b) all reissues, extensions or renewals thereof. confidential confidential

A-16 “Cost” means, in respect of the cost of acquisition by any Borrower of any Rental Fleet and Equipment, the net cost of such Rental Fleet and Equipment to such Person after all cash and other discounts, premiums, rebates, advertising and other allowances and all other discounts or other allowances which may be allowed or taken by such Person against the purchase price of such Rental Fleet and Equipment. “Credit Parties” means Holdings, Parent Borrower, each of Parent Borrower’s Subsidiaries (other than Neff Finance) and each other Person, in each case, who executes this Agreement as a “Credit Party” or who executes a Joinder Agreement or who grants a Lien on all or part of its assets to secure all of part of the Obligations. “Currency Agreement” means any foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect Parent Borrower or any Subsidiary of Parent Borrower against fluctuations in currency values. “Decision Agent” means, Agent. “Default” means any event that, with the passage of time or notice or both, would, unless cured or waived, become an Event of Default. “Default Rate” has the meaning specified in Section 1.2(d). “Disbursement Account” has the meaning specified in Section 1.1(d). “Disqualified Stock” means that portion of any Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the date that is five (5) years and six months after the Restatement Effective Date. “Documents” means any “document,” as such term is defined in the Code, including electronic documents, now owned or hereafter acquired by any Credit Party, wherever located. “Dollars” or “$” means lawful currency of the United States. “Domestic Person” means any “United States person” under and as defined in Section 7701(a)(30) of the IRC. “Domestic Subsidiary” means each Subsidiary of Parent Borrower that is organized under the laws of a state of the United States, the laws of the District of Columbia or the laws of the United States. “Eligible Accounts” has the meaning specified in Section 1.7. confidential confidential

A-17 “Eligible Accounts Formula” means, on any date of determination, 85% of the net amount of Eligible Accounts at such time. “Eligible Rental Fleet and Equipment” has the meaning specified in Section 1.9. “Eligible Rental Fleet and Equipment Formula” means, on any date of determination, the lesser of (i) the Rental Fleet and Equipment NOLV Amount and (ii) 100% of the Net Book Value of Eligible Rental Fleet and Equipment. “Environmental Laws” means all applicable federal, state, local and foreign laws, statutes, ordinances, codes, rules and regulations, now or hereafter in effect, and any applicable and legally enforceable judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent decree, order or judgment, imposing liability or standards of conduct for or relating to the regulation and protection of (i) human health and safety (to the extent related to exposure to Hazardous Materials) and (ii) the environment and natural resources (including ambient air, indoor air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation). Environmental Laws include CERCLA; the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§ 5101 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.); the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.); the Toxic Substance Control Act (15 U.S.C. §§ 2601 et seq.); the Clean Air Act (42 U.S.C. §§ 7401 et seq.); the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.); the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.); and the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), and any and all regulations promulgated thereunder, and all analogous state, local and foreign counterparts or equivalents and any environmental transfer of ownership notification or approval statutes. “Environmental Liabilities” means, with respect to any Person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation and feasibility study costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, natural resource damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants), fines, penalties, sanctions and interest incurred as a result of or related to any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil liability or common law arising under or related to any Environmental Laws, Environmental Permits, or in connection with any Release or threatened Release or presence of a Hazardous Material whether on, at, in, under, from or about or in the vicinity of any real or personal property. “Environmental Permits” means all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental Authority under any Environmental Laws. “Equipment” means all “equipment,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located and, in any event, including all such Credit Party’s machinery and equipment, including processing equipment, conveyors, machine tools, data processing and computer equipment, including embedded software and confidential confidential

A-18 peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, materials handling equipment, tools, attachments, accessories, automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of real property, together with all additions and accessions thereto, replacements therefor, all parts therefor, all substitutes for any of the foregoing, fuel therefor, and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder. “ERISA Affiliate” means, with respect to any Credit Party, any trade or business (whether or not incorporated) that, together with such Credit Party, are treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the IRC. “ERISA Event” means, with respect to any Credit Party or any ERISA Affiliate, (a) any event described in Section 4043(c) of ERISA with respect to a Title IV Plan; (b) the withdrawal of any Credit Party or ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any Credit Party or any ERISA Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA; (e) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (f) the failure by any Credit Party or ERISA Affiliate to make when due required contributions to a Multiemployer Plan or Title IV Plan; (g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the termination of a Multiemployer Plan under Section 4041A of ERISA or the reorganization or insolvency of a Multiemployer Plan under Section 4241 or 4245 of ERISA; (i) the loss of a Qualified Plan’s qualification or tax exempt status; or (j) the termination of a Plan described in Section 4064 of ERISA. “Event of Default” has the meaning specified in Section 6.1. “Excess Availability” means as of any date of determination (a) the Borrowing Base less (b) the Revolving Loans then outstanding (including, without duplication, the then outstanding balance of Swing Line Loans and Letter of Credit Obligations (other than Letter of Credit Obligations that are secured by cash collateral or a standby letter of credit (in form and substance and from an issuer satisfactory to Agent) in an amount equal to 105% of such Letter of Credit Obligations)). “Excluded Taxes” has the meaning specified in Section 1.13(a). “Fair Labor Standards Act” means the Fair Labor Standards Act, 29 U.S.C. § 201 et seq. confidential confidential

A-19 “FATCA” means Sections 1471 through 1474 of the IRC, as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any regulations or administrative authority promulgated thereunder, and any agreements entered into pursuant to Section 1471(b)(1) of the IRC as in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any intergovernmental agreements implementing the foregoing. “Federal Assignment of Claims Act of 1940” means the Assignment of Claims Act of 1940, 31 U.S.C. § 3727 et seq. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by Agent. “Fee Letters” means, collectively, the Arranger Fee Letter and the Agent Fee Letter. “Fees” means any and all fees payable to Agent, Arranger, the Decision Agent, L/C Issuer or any Lender pursuant to this Agreement or any of the other Loan Documents. “Financial Statements” means the consolidated income statements, statements of cash flows and balance sheets of Holdings and its Subsidiaries delivered in accordance with Sections 4.1(a), 4.1(b), and 4.1(c). “Fiscal Month” means any of the monthly accounting periods of Parent Borrower. “Fiscal Quarter” means any of the quarterly accounting periods of Parent Borrower, ending on March 31, June 30, September 30 and December 31 of each year. “Fiscal Year” means any of the annual accounting periods of Parent Borrower ending on December 31 of each year. “Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most recent period of four consecutive Fiscal Quarters of Parent Borrower ending prior to the date of such determination for which consolidated Financial Statements of Holdings are available minus the aggregate amount of all Capital Expenditures of Parent Borrower and its Subsidiaries for such period (excluding the aggregate principal amount of Indebtedness expressly permitted under Section 3.1 (other than Indebtedness incurred under this Agreement) incurred to finance such Capital Expenditures and, without duplication of amounts netted from Capital Expenditures, the net proceeds of any used equipment disposals, in confidential confidential

A-20 each case, to the extent Capital Expenditures for purposes of this calculation are above zero and for the avoidance of doubt any gains from the sale of Rental Fleet and Equipment and Inventory in the ordinary course of business shall not be netted against Capital Expenditures for purposes of calculating the Fixed Charge Coverage Ratio) to (b) the sum of (i) Interest Expense of Parent Borrower and its Subsidiaries for such period, (ii) the aggregate principal amount of all regularly scheduled principal or amortization payments on Indebtedness of Parent Borrower and its Subsidiaries for such period, but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness expressly permitted under Section 3.1, (iii) the aggregate amount of Federal, state, local and foreign income, capital or profits taxes, including franchise and similar taxes and foreign withholding taxes of Parent Borrower and its Subsidiaries for such period, paid in cash, in each case, by Parent Borrower and its Subsidiaries and (iv) Restricted Payments paid by Holdings and its Subsidiaries after the Restatement Effective Date pursuant to Sections 3.5(a), (e), (f) and (i). For purposes of calculating the Fixed Charge Coverage Ratio, for any period, in the event that Parent Borrower or any of its Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings and Indebtedness incurred in connection with the 2013 Special Distribution) or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the relevant calculation is being calculated and on or prior to the date on which the event for which the relevant calculation is made, then the relevant calculation will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock or Disqualified Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable period. In addition, for purposes of the relevant calculation: (1) Investments, acquisitions, mergers, consolidations and dispositions of assets comprising a business unit that have been made by Parent Borrower or any of its Subsidiaries, or any Person or any of its Subsidiaries acquired by, or merged or consolidated with, Parent Borrower or any of its Subsidiaries during the applicable period will be given pro forma effect, as if they had occurred on the first day of the twelvemonth reference period; (2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the calculation date, will be excluded; (3) the fixed charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the calculation date, will be excluded, but only to the extent that the obligations giving rise to such fixed charges will not be obligations of Parent Borrower or any of its Subsidiaries following the calculation date; (4) any Person that is a Subsidiary on the calculation date will be deemed to have been a Subsidiary at all times during the applicable period; confidential confidential

A-21 (5) any Person that is not a Subsidiary on the calculation date will be deemed not to have been a Subsidiary at any time during the applicable period; and (6) if any Indebtedness bears a floating rate of interest, the cash interest expense on such Indebtedness will be calculated as if the rate in effect on the calculation date had been the applicable rate for the entire period (taking into account any hedging agreement permitted hereunder applicable to such Indebtedness). For purposes of this definition, whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in accordance with Regulation S-X of the Securities Act of 1933, as amended. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the chief financial officer of Parent Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Parent Borrower may designate. “Fixtures” means all “fixtures” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party. “Foreign Lender” has the meaning specified in Section 1.13(c). “Foreign Subsidiary” means each Subsidiary of Parent Borrower other than a Domestic Subsidiary. “Funding Date” has the meaning specified in Section 7.2. “GAAP” means generally accepted accounting principles in the United States, as in effect from time to time; provided, however, that all calculations relative to liabilities shall be made without giving effect to the Statement of Financial Accounting Standards No. 159. “General Intangibles” means “general intangibles,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, including all right, title and interest that such Credit Party may now or hereafter have in or under any Contractual Obligation, all payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor and reissues, extensions or renewals thereof, rights in Intellectual Property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, experience, processes, models, drawings, materials and records, goodwill (including the goodwill associated with any Trademark or Trademark License), all rights and claims in or under insurance policies (including insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights or intangible rights, all liability, life, key man and business interruption insurance, and all unearned confidential confidential

A-22 premiums), uncertificated securities, choses in action, deposit, checking and other bank accounts, rights to receive tax refunds and other payments, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged Stock and Investment Property, rights of indemnification, all books and records, correspondence, credit files, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Credit Party or any computer bureau or service company from time to time acting for such Credit Party. “Goods” means any “goods,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located, including embedded software to the extent included in “goods” as defined in the Code, manufactured homes, standing timber that is cut and removed for sale and unborn young of animals. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Guaranteed Indebtedness” means, as to any Person, any obligation of such Person guaranteeing, providing comfort or otherwise supporting any Indebtedness, lease, dividend, or other obligation (“primary obligation”) of any other Person (the “primary obligor”) in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation, (b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product warranties given in the ordinary course of business) or (e) indemnify the owner of such primary obligation against loss in respect thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed to be an amount equal to the lesser at such time of (i) the stated or determinable amount of the primary obligation in respect of which such Guaranteed Indebtedness is incurred and (ii) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guaranteed Indebtedness, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof. “Guaranty” means the Guaranty dated as of the Closing Date, as amended, restated, supplemented or otherwise modified from time to time, entered into by Holdings in favor of Agent, for the benefit of the Secured Parties. “Hazardous Material” means any chemical, compound, substance, material or waste or constituent thereof in any form that is regulated by, or forms the basis of liability now or hereafter under, any Environmental Laws, including any material or substance that is (a) defined as a “solid waste,” “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant,” “contaminant,” “hazardous constituent,” “special waste,” “toxic substance” or other similar term or phrase under confidential confidential

A-23 any Environmental Laws, or (b) petroleum or any fraction or by-product thereof, asbestos, polychlorinated biphenyls (PCBs), or any radioactive substance. “Hedging Agreement” means any agreement with respect to the hedging of price risk associated with the purchase of commodities used in the business of Parent Borrower and its Subsidiaries, as such agreements may be amended, amended and restated, or supplemented from time to time. “Holdings” has the meaning specified in the introductory paragraph to this Agreement. “Increased Amount Date” shall have the meaning provided in Section 1.14. “Incremental Revolving Commitments” shall have the meaning provided in Section 1.14. “Incremental Revolving Loan” shall have the meaning provided in Section 1.14. “Incremental Revolving Loan Lender” shall have the meaning provided in Section 1.14. “Indebtedness” means, with respect to any Person, without duplication (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith, (b) all reimbursement and other obligations with respect to letters of credit, bankers’ acceptances and surety bonds, whether or not matured, (c) all obligations evidenced by notes, bonds, debentures or similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations that would be Capital Lease Obligations under GAAP as in effect on the Closing Date and the present value (discounted at the Base Rate as in effect on the Closing Date) of future rental payments under all synthetic leases, (f) all net obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, (g) all net obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, (h) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, and (i) ”earnouts” and similar payment obligations. “Indemnitee” has the meaning specified in Section 9.1. “Ineligible Accounts” has the meaning specified in Section 1.7. confidential confidential

A-24 “Ineligible Rental Fleet and Equipment” has the meaning specified in Section 1.9. “Insolvency or Liquidation Proceeding” means (i) any voluntary or involuntary case or proceeding under the Bankruptcy Code or any other Bankruptcy Law with respect to any Credit Party, (ii) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Credit Party or with respect to a material portion of their respective assets, (iii) any liquidation, dissolution, reorganization or winding up of any Credit Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iv) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Credit Party. “Instruments” means all “instruments,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located, and, in any event, including all certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper. “Insurance Trigger Event” has the meaning specified in Section 2.2(c). “Intellectual Property” means any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill associated with such Trademarks. “Intercompany Note” means any promissory note evidencing loans made by any Credit Party to Parent Borrower or any of its Subsidiaries. “Intercreditor Agreement” means the Intercreditor Agreement, dated as of May 5, 2011, among the Agent and the collateral agent for the Second Lien Notes and the other indebtedness described therein, as the same may be amended, restated, modified or waived from time to time. “Interest Expense” means, with reference to any period, total cash interest expense (including that attributable to Capital Lease Obligations) of Parent Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of Parent Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedging Agreements in respect of interest rates), calculated on a consolidated basis for Parent Borrower and its Subsidiaries for such period in accordance with GAAP. “Interest Payment Date” means (a) as to any Base Rate Loan, the first Business Day of each Fiscal Quarter to occur while such Loan is outstanding, and (b) as to any LIBOR Loan, the last day of the applicable LIBOR Period; provided that in the case of any LIBOR Period greater than three months in duration, interest shall be payable at three month intervals and on the last day of such LIBOR Period; and provided further that, in addition to the foregoing, each of (i) the date upon which all of the Revolving Loan Commitments have terminated and the Loans have been paid in full, (ii) the Commitment Termination Date and (iii) the Restatement Effective Date, shall be deemed to be an “Interest Payment Date” with respect to any interest that has then accrued under this Agreement or any other Loan Document. confidential confidential

A-25 “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or similar agreement or arrangement designed to protect Parent Borrower against fluctuations in interest rates. “Inventory” means any “inventory,” as such term is defined in the Code, including Rental Fleet and Equipment, now owned or hereafter acquired by any Credit Party, wherever located, including inventory, merchandise, goods and other personal property that are held by or on behalf of any Credit Party for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, supplies or materials of any kind, nature or description used or consumed or to be used or consumed in such Credit Party’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software. “Investment” means (a) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of any Stock, or other ownership interest in, any other Person, and (b) any direct or indirect loan, advance or capital contribution by Holdings or any of its Subsidiaries to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the initial amount of such Investment and any addition thereto, as reduced by any repayment of principal (in the case of an Investment constituting Indebtedness) or any distribution constituting a return of capital (in the case of any other Investment). “Investment Property” means all “investment property,” as such term is defined in the Code, now owned or hereafter acquired by any Credit Party, wherever located, including: (a) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (b) all securities entitlements of any Credit Party, including the rights of such Credit Party to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (c) all securities accounts of any Credit Party; (d) all commodity contracts of any Credit Party; and (e) all commodity accounts held by any Credit Party. “IRC” means the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder. “IRS” means the Internal Revenue Service. “Joinder Agreement” means a joinder agreement, in substantially the form of Exhibit A to the Existing Credit Agreement or such other documentation acceptable to Agent pursuant to which any Subsidiary of Parent Borrower becomes a party to this Agreement, the Pledge Agreement and the Security Agreement after the Closing Date. “Landlord Lien State” means such state(s) or jurisdictions in which a landlord’s claim for rent or other obligations has priority over the Lien of Agent in any of the Collateral. confidential confidential

A-26 “L/C Issuer” means Bank of America or a Subsidiary thereof or a bank or other legally authorized Person selected by or reasonably acceptable to Agent, in such Person’s capacity as an issuer of Letters of Credit hereunder. “L/C Sublimit” has the meaning specified in Section 1.1(c)(i). “Lenders” means Bank of America and the other Lenders named on the signature pages of this Agreement, and, if any such Lender shall decide to assign all or any portion of the Obligations as provided in Section 8.1, such term shall include any Qualified Assignees of such Lender and each other assignee of such Lender permitted under Section 8.1(a). “Letter of Credit Fee” has the meaning specified in Section 1.3(c). “Letter of Credit Obligations” means all outstanding obligations incurred by Agent and Lenders at the request of a Borrower, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of Letters of Credit by L/C Issuers or the purchase of a participation as set forth in Section 1.1(c) with respect to any Letter of Credit. The amount of such Letter of Credit Obligations shall equal the maximum amount that may be payable by Agent and Lenders thereupon or pursuant thereto. “Letters of Credit” means standby letters of credit issued for the account of a Borrower by L/C Issuer for which Agent and Lenders have incurred Letter of Credit Obligations. “LIBOR Breakage Fee” means an amount equal to the amount of any losses, expenses, liabilities (excluding loss of profit) that any Lender may sustain as a result of (a) any default by a Borrower in making any borrowing of, conversion into or continuation of any LIBOR Loan following a Borrower’s delivery to Agent of any LIBOR Loan request in respect thereof or (b) any payment of the principal amount of a LIBOR Loan on any day that is not the last day of the LIBOR Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise). For purposes of calculating amounts payable to a Lender under Section 1.3(d), each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Loan and having a maturity and repricing characteristics comparable to the relevant LIBOR Period; provided, however, that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under Section 1.3(d). “LIBOR Loans” means a Loan or any portion thereof bearing interest by reference to the LIBOR Rate. “LIBOR Period” means, with respect to any LIBOR Loan, each period commencing on a Business Day selected by a Borrower pursuant to this Agreement and ending one, two, three or six months (or twelve months if agreed to by all Revolving Lenders) thereafter, as selected by a Borrower in its irrevocable notice delivered to Agent in accordance with Section 1.1(a) or Section 1.2(e), as the context requires; provided that the foregoing provision relating to LIBOR Periods is subject to the following: confidential confidential

A-27 (a) if any LIBOR Period would otherwise end on a day that is not a Business Day, such LIBOR Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding Business Day; (b) any LIBOR Period that would otherwise extend beyond the date set forth in clause (a) of the definition of “Commitment Termination Date” shall end two (2) Business Days prior to such date; (c) any LIBOR Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last Business Day of a calendar month; (d) Borrowers shall select LIBOR Periods so as not to require a payment or prepayment of any LIBOR Loan during a LIBOR Period for such Loan; and (e) Borrowers shall select LIBOR Periods so that there shall be no more than 8 separate LIBOR Loans in existence at any one time. “LIBOR Rate” means, for any LIBOR Period with respect to a LIBOR Loan, the per annum rate of interest (rounded up, if necessary, to the nearest 1/8th of 1%) determined by Agent at or about 11:00 a.m. (London time) two Business Days prior a LIBOR Period, for a term equivalent to such LIBOR Period, equal to the London Interbank Offered Rate, or comparable or successor rate approved by Agent, as published on the applicable Reuters screen page (or other commercially available source designated by Agent from time to time); provided, that any such comparable or successor rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice. “License” means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired by any Credit Party. “Lien” means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing). “Litigation” has the meaning specified in Section 4.1(j). “Loan Account” as the meaning specified in Section 1.11. “Loan Documents” means this Agreement, the Notes, the Collateral Documents, the Intercreditor Agreement, the Fee Letters (other than for purposes of Section 9.2), and all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether heretofore, now or hereafter confidential confidential

A-28 executed by or on behalf of any Credit Party, or any employee of any Credit Party, and delivered to Agent or any Lender in connection with this Agreement or the transactions contemplated thereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative. “Loans” means the Revolving Loan. “Management Buyout Amount” means $2,000,000 in the aggregate during any Fiscal Year, plus the unused amount remaining from the prior Fiscal Year. “Material Adverse Effect” means a material adverse effect on, or material adverse developments with respect to, (a) the business operations, properties, assets or condition (financial or otherwise) of Holdings and its Subsidiaries, taken as a whole, (b) the legality, validity, binding effect or enforceability against a Credit Party of any Loan Document to which it is a party, (c) the ability of any Credit Party to fully and timely perform its Obligations and (d) the rights, remedies and benefits available to, or conferred on, Agent, any Lender or any Secured Party under any Loan Document. “Maximum Amount” means, as of any date of determination, an amount equal to the Revolving Loan Commitments of all Lenders as of that date. The Maximum Amount in effect on the Restatement Effective Date is equal to $375,000,000. “Maximum Lawful Rate” has the meaning specified in Section 1.2(f). “Moody’s” means Moody’s Investors Service, Inc. “Mortgaged Property” means all property that is subject to the Mortgages. “Mortgages” means each of the mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust, collateral assignments of leases or other real estate security documents delivered by any Credit Party to Agent on behalf of itself and the Secured Parties with respect to the Real Estate. “Multiemployer Plan” means a “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA, and to which any Credit Party or ERISA Affiliate is making, is obligated to make or has made or been obligated to make, contributions on behalf of participants who are or were employed by any of them. “Neff Finance” means Neff Rental Finance Corp., a Delaware corporation. “Net Book Value” means Cost minus accumulated depreciation that is calculated in accordance with GAAP. “Net Orderly Liquidation Value” means, with respect to any Rental Fleet and Equipment and as determined by an Approved Appraiser, a net expected dollar amount to be realized at an orderly negotiated sale of such Rental Fleet and Equipment held within a confidential confidential

A-29 reasonable period of time (but in any event within one hundred eighty (180) days) as of the date of such determination. “Net Proceeds” means cash proceeds received by Holdings or any of its Subsidiaries from any Asset Disposition (including insurance proceeds, awards of condemnation, and payments under notes or other debt securities received in connection with any Asset Disposition), net of (i) the costs of such Asset Disposition (including taxes attributable thereto) and (ii) amounts applied to repayment of Indebtedness (other than the Obligations) secured by a Lien on the asset or property disposed. “NOLV Appraisal” means an appraisal, in form and substance reasonably satisfactory to the Decision Agent, conducted by an Approved Appraiser pursuant to which such Approved Appraiser determines the net expected dollar amount to be realized at an orderly negotiated sale of the Rental Fleet and Equipment held within a reasonable period of time. “NOLV Appraisal Presentment Date” means the date on which an NOLV Appraisal is conducted or performed, which date shall in any event be as of the last day of each Fiscal Quarter of Holdings and its Subsidiaries. “Non-Consenting Lender” has the meaning specified in Section 9.19(c)(i). “Non-Funding Lender” has the meaning specified in Section 8.5(a)(ii). “Notes” means, collectively, the Revolving Notes and the Swing Line Notes. “Notice of Conversion/Continuation” has the meaning specified in Section 1.2(e). “Notice of Revolving Credit Advance” has the meaning specified in Section 1.1(a)(i). “Notice of Swing Line Advance” has the meaning specified in Section 1.1(b)(i). “Obligations” means all loans, advances, debts, liabilities and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable), including Cash Management Obligations, obligations pursuant to Related Swap Contracts and Letter of Credit Obligations, owing by any Credit Party to Agent or any Lender or, solely to the extent arising in respect of any Cash Management Obligation or Related Swap Contract, to any Affiliate of any Lender or Agent or to a Person who was an Affiliate of, or an, Agent or Lender, at the time such item was entered into, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising under this Agreement or any of the other Loan Documents, Cash Management Documents or any Related Swap Contract. This term includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding by or against any Credit Party in bankruptcy, whether or not allowed or allowable in such case or proceeding), Fees, Charges (excluding any Excluded Taxes), expenses, attorneys’ fees and any other sum chargeable to any Credit Party under this Agreement or any of the other Loan Documents. confidential confidential

A-30 “Other Lender” has the meaning specified in Section 8.5(d). “Other Taxes” has the meaning specified in Section 1.13(f). “Overadvance” has the meaning specified in Section 1.1(a)(i). “Parent Borrower” has the meaning specified in the introductory paragraph to this Agreement. “Parity Lien Debt” means (a) Indebtedness with a maturity that is the same as or later than the Second Lien Notes (excluding the Second Lien Notes and any refinancing and subsequent refinancings of the Second Lien Notes) up to an amount, after giving effect to the incurrence of such Indebtedness, such that the Consolidated Secured Leverage Ratio does not exceed 3.0 to 1.0 immediately after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof and (b) any Indebtedness that has been issued, incurred or otherwise obtained in exchange for, or to renew, replace or refinance, in whole or in part, any Indebtedness incurred under clause (a) of this definition or any Indebtedness incurred under this clause (b), subject to the proviso set forth in Section 3.1(d); provided however that no amortization payments may be included in or be made on any Indebtedness incurred under clause (a) or (b) of this definition. For the avoidance of doubt, Parity Lien Debt, if secured, shall be subject to the Intercreditor Agreement or a substantially similar intercreditor agreement pursuant to which the Liens securing such Parity Lien Debt shall be junior in priority to the Liens securing the Obligations. “Participant Register” has the meaning specified in Section 8.1. “Patent License” means rights under any written agreement now owned or hereafter acquired by any Credit Party granting any right with respect to any invention on which a Patent is in existence. “Patent Security Agreements” means the Patent Security Agreements made in favor of Agent, on behalf of itself and the Secured Parties, by each applicable Credit Party. “Patents” means all of the following in which any Credit Party now holds or hereafter acquires any interest: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or of any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or any other country, and (b) all reissues, continuations, continuations-in-part or extensions thereof. “PBGC” means the Pension Benefit Guaranty Corporation. “Pension Plan” means a Plan described in Section 3(2) of ERISA. “Perfection Certificate” means a certificate dated the Restatement Effective Date in the form of Exhibit B to the Existing Credit Agreement or any other form approved by the Agent. confidential confidential

A-31 “Permitted Acquisition” means the acquisition by purchase or otherwise of all or substantially all of the Stock of any company or the assets comprising a business unit of any company subject to the satisfaction of the following conditions: (a) Agent shall receive at least 15 days’ prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (b) such Permitted Acquisition shall only involve assets located in the United States and comprising a business, or those assets of a business, of the type permitted under Section 3.9; (c) such Permitted Acquisition shall be consensual and shall have been approved by at least a majority of the target’s board of directors or similar governing body; (d) the purchase price payable in connection with all Permitted Acquisitions, together with the principal amount of all Indebtedness assumed in connection with all such Permitted Acquisitions and the amount of all Permitted Earnout Obligations assumed in connection with such Permitted Acquisitions, shall not exceed for all Permitted Acquisitions since the Closing Date the sum of (i) $50,000,000 in aggregate principal amount and (ii) the aggregate fair value of any Qualified Stock of Holdings issued and sold to finance all or any portion of such Permitted Acquisition; provided, that the Credit Parties shall not be permitted to consummate a Permitted Acquisition unless Excess Availability (determined on a pro forma basis after giving effect to such Permitted Acquisition and all Loans funded and Letter of Credit Obligations incurred in connection therewith as if made on the first day of such period, and, upon satisfaction of the requirements in Section 2.8(e), after giving effect to any adjustment to Excess Availability in respect of such Permitted Acquisition) is not less than $50,000,000; (e) at or prior to the closing of any Permitted Acquisition, Agent will be granted a first priority perfected Lien (subject to Permitted Encumbrances) in all assets and/or Stock acquired pursuant thereto, and Holdings and Parent Borrower shall have executed such documents and taken such actions as may be required by Agent in connection therewith; (f) concurrently with delivery of the notice referred to in clause (a) above, Parent Borrower shall have delivered to Agent, in form and substance reasonably satisfactory to Agent: (i) a pro forma consolidated balance sheet and income statement of Holdings and its Subsidiaries (including target) (the “Acquisition Pro Forma”), based on the most recently available financial statements, but taking into account such Permitted Acquisition and the funding of all Loans and other Indebtedness incurred in connection therewith; and confidential confidential

A-32 (ii) such financial and other information as may be available to any of the Credit Parties with respect to target and/or the assets acquired in connection with such Permitted Acquisition; (g) on or prior to the date of such Permitted Acquisition, Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of the acquisition agreement and any related material agreements, documents and instruments reasonably requested by Agent; (h) at the time of such Permitted Acquisition and after giving effect thereto, the Credit Parties shall be in compliance with Section 3.19 as if then operative; and (i) at the time of such Permitted Acquisition and after giving effect thereto, no Default or Event of Default has occurred and is continuing. Notwithstanding the foregoing, the Accounts and the Rental Fleet and Equipment of the target shall not be included in the Borrowing Base until the requirements of Section 2.8(e) have been satisfied. “Permitted Discretion” means, on three Business Days’ prior notice, discretional changes in Reserves based on events or conditions or other circumstances arising after the Restatement Effective Date or based on facts not known to the Decision Agent as of the Restatement Effective Date (i) that, in the Decision Agent’s commercially reasonable credit judgment exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions, have a reasonable relationship to the event, condition or other circumstance that caused such change and (ii) will be eliminated when, in the Decision Agent’s commercially reasonable credit judgment exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions, the event, condition or other circumstance causing the establishment thereof no longer exists or is no longer relevant to Parent Borrower’s business. The Decision Agent will use its commercially reasonable efforts to consult with Parent Borrower when establishing new or increasing existing Reserves. “Permitted Earnout Obligations” means an unsecured obligation to pay the seller in a Permitted Acquisition a future payment that is contingent upon the financial performance of the business acquired in such Permitted Acquisition exceeding a specified benchmark level, which payment becomes payable when such excess financial performance is achieved. “Permitted Encumbrances” has the meaning specified in Section 3.2(a). “Permitted Holders” means Wayzata, its respective Affiliates (other than portfolio companies) and any members of Wayzata as of the Closing Date. “Permitted Liens” means the following Liens, security interests or other encumbrances: (a) Liens for taxes or assessments or other governmental Charges not yet due and payable; confidential confidential

A-33 (b) pledges or deposits of money securing statutory obligations under workmen’s compensation, unemployment insurance, social security or public liability laws or similar legislation (excluding Liens under ERISA); (c) pledges or deposits of money securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which any Credit Party is a party as lessee made in the ordinary course of business; (d) inchoate and unperfected workers’, mechanics’ or similar Liens arising in the ordinary course of business, so long as such Liens attach only to Equipment, Fixtures and/or Real Estate; (e) subject to Section 2.6, statutory Liens of landlords for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP has been made in respect thereof; (f) subject to Section 2.6 and solely to the extent that such Liens attach only to Inventory, Liens of carriers, warehousemen, suppliers or other similar possessory Liens arising in the ordinary course of business to the extent such amounts are for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP has been made in respect thereof; (g) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to which any Credit Party is a party; (h) any attachment or judgment Lien not constituting an Event of Default under Section 6.1; (i) zoning restrictions, easements, licenses, or other restrictions on the use of any Real Estate or other minor irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use, value, or marketability of such Real Estate; (j) Liens, presently existing or hereafter created, in favor of Agent, for the benefit of the Secured Parties, securing the Obligations; (k) leases and subleases of property granted by a Credit Party to other Persons in the ordinary course and consistent with past practice so long as such lease or sublease does not materially interfere with the conduct of such Credit Party’s business or adversely affect the Liens granted to Agent pursuant to the Collateral Documents; (l) Liens (i) of a collection bank arising under Section 4-210 of the Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and confidential confidential

A-34 (m) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Parent Borrower or any of its Subsidiaries, including rights of offset and set-off. “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof). “Plan” means, at any time, an “employee benefit plan,” as defined in Section 3(3) of ERISA, that any Credit Party or ERISA Affiliate maintains, contributes to or has an obligation to contribute to or with respect to which any Credit Party or ERISA Affiliate could reasonably expect to incur liability. “Platform” has the meaning specified in Section 4.1. “Pledge Agreement” means the Pledge Agreement entered into as of the Closing Date, as amended, restated, supplemented or otherwise modified from time to time, by Holdings, Parent Borrower and each other Credit Party that is (or hereafter becomes) party thereto in favor of Agent, for itself and the benefit of the Secured Parties, and any other pledge agreement entered into after the Closing Date by any Credit Party or any other Person specified in Section 2.8(e). “Pro Rata Share” means, with respect to all matters relating to any Lender, (i) with respect to the Revolving Loan, the percentage obtained by dividing (x) the Revolving Loan Commitment of that Lender by (y) the aggregate Revolving Loan Commitments of all Lenders, and (ii) with respect to all Loans on and after the Commitment Termination Date, the percentage obtained by dividing (x) the aggregate outstanding principal balance of the Loans held by that Lender by (y) the outstanding principal balance of the Loans held by all Lenders, as such percentages may be adjusted by assignments pursuant to Section 8.1. “Projections” means Parent Borrower’s forecasted consolidated (a) balance sheets; (b) profit and loss statements and (c) cash flow statements. “Proposed Change” has the meaning specified in Section 9.19(c). “Protective Advance” means all expenses, disbursements and advances made or incurred by Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default that Agent, in its sole discretion, deems necessary or desirable to (a) preserve or protect the Collateral or any portion thereof, (b) enhance the likelihood, or maximize the amount, of repayment of the Obligations or (c) provide for the payment of unanticipated liabilities of any Credit Party arising after the Closing Date. “Public Lender” has the meaning specified in Section 4.1. “Purchase Money Obligation” has the meaning specified in Section 9-103 of the Code. confidential confidential

A-35 “Qualified Assignee” means (a) (i) any Lender, (ii) any Affiliate of any Lender and (iii) with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor (each such Person described in this clause (iii), an “Approved Fund”), and (b) any other Person other than (i) Parent Borrower or any of Parent Borrower’s Affiliates or Subsidiaries or (ii) any natural person. “Qualified Plan” means a Pension Plan that is intended to be tax-qualified under Section 401(a) of the IRC. “Qualified Stock” means Stock that is not Disqualified Stock. “Qualifying IPO” means the issuance by the Qualifying IPO Issuer of its common Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933 (whether alone or in connection with a secondary public offering). “Qualifying IPO Issuer” means Holdings or a corporation or other legal entity which owns, directly or indirectly, 100% of the outstanding Stock of Holdings. “Real Estate” has the meaning specified in Section 5.12. “Refunded Swing Line Loan” has the meaning specified in Section 1.1(b)(iii). “Related Obligations” has the meaning specified in Section 8.6. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. “Related Swap Contracts” means each Interest Rate Agreement entered into between the Parent Borrower or any other Credit Party with Agent or any Person that was a Lender or Agent or an Affiliate of Agent or any Lender at the time it entered into such Interest Rate Agreement. “Related Transactions” means (a) the execution, delivery and performance by the Borrowers of this Agreement and each other Loan Document to which they are a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the grant of Liens by the Borrowers on Mortgaged Properties and other properties pursuant to this Agreement and the Collateral Documents, (b) the execution, delivery and performance by Holdings of this Agreement and each of the other Loan Documents to which it is a party, the guaranteeing of the Obligations by Holdings and the grant of Liens by Holdings on Mortgaged properties and other Collateral pursuant to this Agreement and the Collateral Documents, (c) 2013 Notes Transactions, and (d) the payment of all Fees, costs and expenses associated with all of the foregoing. confidential confidential

A-36 “Release” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping or leaching of Hazardous Material in the indoor or outdoor environment. “Rent Reserve” means, with respect to any property of any Credit Party in any Landlord Lien State at which any Collateral is located but for which such Credit Party has not obtained a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, in accordance with Section 2.6, an amount equal to three (3) months’ estimated mortgage or rental payments for such property plus any other fees or charges owing by such Credit Party to each applicable landlord, mortgagee or bailee, as applicable, that has not duly executed and delivered to Agent a landlord’s agreement, mortgagee agreement or bailee letter or other subordination of security interest, in form and substance reasonably satisfactory to Agent; provided, however, that any of the foregoing amounts shall be adjusted from time to time hereafter upon (a) delivery to Agent of any such acceptable waiver or subordination, (b) the opening or closing of a Collateral location and/or (c) any change in the amount of rental, storage or processor payments or similar charges. “Rental Fleet and Equipment” means Inventory which is of a type offered for sale or lease by any Borrower in the ordinary course of business of any Borrower including Inventory of any Borrower currently described as “rental equipment, net”. “Rental Fleet and Equipment NOLV Adjusted Amount” means, on any date of determination, (a) the Net Book Value of Eligible Rental Fleet and Equipment multiplied by (b) the Rental Fleet and Equipment NOLV Adjustment Percentage. “Rental Fleet and Equipment NOLV Adjustment Percentage” means, on any date of determination, a percentage equal to (a) the Net Orderly Liquidation Value of Rental Fleet and Equipment as of the most recent NOLV Appraisal Presentment Date divided by (b) the Net Book Value of Rental Fleet and Equipment as of the most recent NOLV Appraisal Presentment Date. “Rental Fleet and Equipment NOLV Amount” means (a) on any NOLV Appraisal Presentment Date, 85% of the Net Orderly Liquidation Value of Eligible Rental Fleet and Equipment and (b) on any date following the most recent NOLV Appraisal Presentment Date, 85% of the Rental Fleet and Equipment NOLV Adjusted Amount. “Rental Payments” means rental payments due to Parent Borrower or any other Subsidiary from the rental of Rental Fleet and Equipment owned or leased by such Person. “Replacement Lender” has the meaning specified in Section 9.19(a). “Requisite Lenders” means Lenders having (a) at least 51% of the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan Commitments have been terminated, at least 51% of the aggregate outstanding amount of the Revolving Loans. “Reserves” means, on any date of determination, with respect to the Borrowing Base, reserves established by the Decision Agent, from time to time against the Borrowing Base or any component thereof in an amount equal to the sum of, without duplication, the following: confidential confidential

A-37 (a) all amounts of past due rent, fees or other charges owing at such time by any Credit Party to any landlord of any premises where any of the Collateral is located or to any processor, repairman, mechanic or other Person who is in possession of any Collateral or has asserted any Lien or claim thereto; (b) any amounts which any Credit Party is obligated to pay pursuant to the provisions of any of the Loan Documents that the Decision Agent or any Lender elects to pay for the account of such Credit Party in accordance with authority for such election contained in any of the Loan Documents; (c) the aggregate amount of reserves established by the Decision Agent in respect of Banking Relationship Debt; (d) any Rent Reserve; and (e) such additional reserves in respect of events, conditions or other circumstances arising after the Closing Date, in each case, in such amounts as the Decision Agent may elect to impose from time to time in its Permitted Discretion; provided, however, in no event shall Reserves be imposed with respect to (x) Hedging Agreements existing on the Closing Date and obligations under Hedging Agreements existing on the Closing Date and (y) the specific events, conditions, facts and circumstances that have occurred prior to the Restatement Effective Date that caused the Decision Agent (or formed the basis for the Decision Agent’s determination) to establish the Reserve in an amount equal to $25,000,000 in effect immediately prior to the Restatement Effective Date. Notwithstanding anything in the Loan Documents to the contrary, Reserves shall not be established to the extent that such Reserves would be duplicative of any specific item excluded as ineligible in the definitions of “Eligible Accounts” or “Eligible Rental Fleet and Equipment,” but the Decision Agent shall retain the right, subject to the requirements set forth above, to establish Reserves with respect to prospective changes in eligible Collateral in its Permitted Discretion. “Restatement Effective Date” means November 20, 2013. “Restricted Payment” means, with respect to any Credit Party, (a) the declaration or payment of any dividend or the incurrence of any liability to make any other payment or distribution of cash or other property or assets in respect of Stock; (b) any payment on account of the purchase, redemption, defeasance, sinking fund or other retirement of such Credit Party’s Stock or any other payment or distribution made in respect thereof, either directly or indirectly; and (c) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire Stock of such Credit Party now or hereafter outstanding. “Reversal Event” has the meaning specified in Section 3.19. “Revolving Credit Advance” has the meaning specified in Section 1.1(a)(i). confidential confidential

A-38 “Revolving Loan” means, at any time, the sum of (a) the aggregate amount of Revolving Credit Advances outstanding to a Borrower (including Swing Line Advances) at any time plus (b) the aggregate Letter of Credit Obligations incurred on behalf of a Borrower. Unless the context otherwise requires, references to the outstanding principal balance of the Revolving Loan shall include the outstanding balance of Letter of Credit Obligations. “Revolving Loan Commitment” means (a) as to any Lender, the commitment of such Lender to make its Pro Rata Share of Revolving Credit Advances or incur its Pro Rata Share of Letter of Credit Obligations (including, in the case of the Swing Line Lender, its commitment to make Swing Line Advances as a portion of its Revolving Loan Commitment) as set forth on Annex B or in the most recent Assignment Agreement, if any, executed by such Lender and (b) as to all Lenders, the aggregate commitment of all Lenders to make the Revolving Credit Advances (including, in the case of the Swing Line Lender, Swing Line Advances) or incur Letter of Credit Obligations, which aggregate commitment shall be three hundred seventy five million dollars ($375,000,000) on the Restatement Effective Date, as may be increased from time to time on any Increased Amount Date to the extent of such Incremental Revolving Loan Commitment, as such amount may be adjusted, if at all, from time to time in accordance with this Agreement. “Revolving Notes” has the meaning specified in Section 1.1(a)(i). “Rolling Stock” means all transportation equipment owned by any of the Credit Parties that is used to transport Rental Fleet and Equipment including all trucks, trailers, tractors, service vehicles, vans, pick-up trucks, forklifts, wheel loaders and other mobile equipment and other vehicles, wherever located, which in each case is covered by a Certificate of Title under applicable state law, other than in each case Rental Fleet and Equipment. “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill Financial, Inc. “Second Lien Notes” means the $200,000,000 aggregate principal amount of senior secured notes due 2016 issued under the Second Lien Notes Indenture on May 5, 2011. “Second Lien Notes Indenture” means the Indenture dated as of May 5, 2011, among Neff Rental LLC, Neff Finance, the guarantors party thereto and Wilmington Trust FSB, as trustee and collateral agent, pursuant to which the Second Lien Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith. “Secured Parties” means, collectively, Agent, Lenders, L/C Issuers and any other holder of an Obligation, including holders of Cash Management Obligations or Obligations under Related Swap Contracts. “Security Agreement” means the Security Agreement entered into as of the Closing Date, as amended, restated, supplemented or otherwise modified from time to time, by Holdings, Parent Borrower and each other Credit Party that is (or hereafter becomes) party thereto in favor of Agent, for itself and the benefit of the Secured Parties, and any other security agreement entered into after the Closing Date by any Credit Party or any other Person. confidential confidential

A-39 “Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as Litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual or matured liability. “Statement” has the meaning specified in Section 4.1(c). “Stock” means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934). “Stockholder” means, with respect to any Person, each holder of Stock of such Person. “Subsidiary” means, with respect to any Person, (a) any corporation of which an aggregate of more than 50% of the outstanding Stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether, at the time, Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than 50% of such Stock whether by proxy, agreement, operation of law or otherwise, (b) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than 50% or of which any such Person is a general partner or may exercise the powers of a general partner and (c) any other Person the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date. Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of Parent Borrower. “Supermajority Lenders” means Lenders having (a) 75% or more of the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan Commitments have been terminated, 75% or more of the aggregate outstanding amount of the Revolving Loans (with the Swing Line Loan being attributed to the Lender making such Loan). confidential confidential

A-40 “Swing Line Advance” has the meaning specified in Section 1.1(b)(i). “Swing Line Availability” has the meaning specified in Section 1.1(b)(i). “Swing Line Commitment” means the commitment of the Swing Line Lender to make Swing Line Advances as set forth on Annex B to this Agreement, which commitment constitutes a subfacility of the Revolving Loan Commitment of the Swing Line Lender. As of the Restatement Effective Date, the Swing Line Commitment is equal to $37,500,000. “Swing Line Lender” means Bank of America. “Swing Line Loan” means, at any time, the aggregate amount of Swing Line Advances outstanding to Borrower. “Swing Line Note” has the meaning specified in Section 1.1(b)(ii). “Tax Distributions” means, (1) for so long as for U.S. federal income tax purposes, Parent Borrower is taxed as a partnership or disregarded entity and is not wholly owned (directly or indirectly) by a corporate parent, (A) with respect to any taxable year ending after the Closing Date, cash distributions to fund the assumed income tax liabilities of the direct or indirect equity owners of Parent Borrower (including estimated tax liabilities) in respect of the income of Parent Borrower for such taxable year, in an aggregate amount equal to the excess of (i) the product of (x) the net taxable income of Parent Borrower (treating Parent Borrower as a taxable entity, and including in such net taxable income Parent Borrower’s distributive share of all tax items attributable to any Subsidiary of Parent Borrower taxed as a partnership or disregarded entity) for the taxable year in question, reduced by any cumulative net taxable loss with respect to all prior taxable years ending after the Closing Date (determined as if all such taxable years were one taxable period) to the extent such cumulative net taxable loss is of a character (ordinary or capital) that would permit such loss to be deducted against the income of the taxable year in question and (y) the highest combined marginal federal and applicable state and/or local income tax rate (taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes and the character of the taxable income in question (i.e., long term capital gain, qualified dividend income, etc.)) applicable to an individual United States citizen residing in New York, New York for the taxable year in question (or portion thereof) over (ii) in the case of any taxable year beginning prior to the Closing Date, the aggregate amount of assumed estimated tax payments that should have been made under Section 6654 of the Code prior to the Closing Date (based on the assumption that all of the owners are individual residents of New York, New York) and (B) with respect to any taxable year ending prior to the Closing Date, cash distributions to pay the assumed income tax liabilities of the direct or indirect equity owners of Parent Borrower in respect of the income of Parent Borrower for such taxable year, in an aggregate amount equal to the product of (i) any additional taxable income of Parent Borrower (calculated in a manner consistent with the calculation in clause (A) above) for such taxable year resulting from a tax audit adjustment made after the Closing Date and (ii) the highest combined marginal federal and applicable state and/or local income tax rate (taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes and the character of the taxable income in question (i.e., long term capital gain, qualified confidential confidential

A-41 dividend income, etc.)) applicable to an individual United States citizen residing in New York, New York for the taxable year in question, (2) with respect to any taxable period for which Parent Borrower or any of its Subsidiaries is a member of a consolidated, combined or similar income, franchise or other state and/or local tax group of which Holdings or its direct or indirect parent is the common parent (a “Tax Group”), or for which Parent Borrower is a partnership or disregarded entity that is wholly owned (directly or indirectly) by a corporate parent (a “Corporate Parent”), cash distributions to pay the portion of the Tax Group’s or Corporate Parent’s actual cash income, franchise or other state and/or local tax liability attributable to Parent Borrower and/or its Subsidiaries, in an amount not to exceed the income, franchise or other state and/or local tax liability that would have been payable by Parent Borrower and/or such Subsidiaries if such entities had always been taxable on a stand-alone basis (reduced by any such income, franchise or other state and/or local taxes paid or to be paid directly by Parent Borrower or its Subsidiaries), and (3) with respect to any period ending after December 31, 2010, cash distributions to pay any taxes of Holdings not described in clause (1) or (2) above, provided that the aggregate payments pursuant to this clause (3) shall not exceed $250,000 per calendar year. “Tax Return” means all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Termination Date” means the date on which (a) the Loans have been repaid in full in cash, (b) all other Obligations under this Agreement and the other Loan Documents (other than contingent indemnification Obligations to the extent no claim has been asserted) have been completely discharged, (c) all Letter of Credit Obligations have been cash collateralized in the amount set forth in Section 1.5(f), cancelled or backed by standby letters of credit acceptable to Agent and (d) no Borrower shall have any further right to borrow any monies or request any other extensions of credit under this Agreement or the other Loan Documents. “Threshold Amount” means, as of any date of determination, an amount equal to the greater of (i) 10.0% of the Revolving Loan Commitments of all Lenders as of such date and (ii) $35.0 million. “Title IV Plan” means a Pension Plan (other than a Multiemployer Plan), that is covered by Title IV of ERISA, and that Parent Borrower, any other Credit Party or any of their respective ERISA Affiliates maintains, contributes to or has an obligation to contribute to or with respect to which any Credit Party or ERISA Affiliate could incur liability. “Trade-In Transaction” means a transaction in which Parent Borrower or any of its Subsidiaries trades in Inventory or Equipment to a dealer or an original equipment manufacturer in consideration for cash, credit or similar Inventory or Equipment or a combination thereof. confidential confidential

A-42 “Trademark License” means rights under any written agreement now owned or hereafter acquired by any Credit Party granting any right to use any Trademark. “Trademark Security Agreements” means the Trademark Security Agreements made in favor of Agent, on behalf of itself and the Secured Parties, by each applicable Credit Party. “Trademarks” means all of the following now owned or hereafter adopted or acquired by any Credit Party: (a) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, internet domain names, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; (b) all reissues, extensions or renewals thereof; and (c) all goodwill associated with or symbolized by any of the foregoing. “Trigger Event” has the meaning specified in Section 3.19. “UFCA” has the meaning specified in Section 9.22. “UFTA” has the meaning specified in Section 9.22. “Unfunded Pension Liability” means, at any time, the aggregate amount, if any, of the amount by which the present value of all accrued benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, all determined as of the most recent valuation date for each such Title IV Plan using the actuarial assumptions for funding purposes in effect under such Title IV Plan. “United States” means the United States of America, including, for the avoidance of doubt, the Commonwealth of Puerto Rico. “Unused Line Fee” has the meaning specified in Section 1.3. “Utilized Amount” means with respect to any quarterly or other period, the average for such period of the daily closing balances of the Revolving Loan (including, without duplication, outstanding Swing Line Loans and Letter of Credit Obligations) outstanding during such period divided by the Maximum Amount (as it may be adjusted from time to time). “Vendor Lease” means a lease pursuant to which any Person leases Rental Fleet and Equipment from a Vendor Lessor, whether or not such lease constitutes an operating lease or a Capital Lease under GAAP and whether or not such lease constitutes a true lease or a secured transaction under the Code or other applicable law. “Vendor Lessor” means any Person who leases Rental Fleet and Equipment to a Credit Party pursuant to a Vendor Lease. confidential confidential

A-43 “Wayzata” means funds managed by Wayzata Investment Partners LLC. “Wholly Owned” means, with respect to any Person, a Subsidiary of such Person all the outstanding Stock of which (other than (x) directors’ qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable law) is owned by such Person and/or by one or more wholly owned Subsidiaries of such Person. Rules of construction with respect to accounting terms used in this Agreement or the other Loan Documents shall be as set forth or referred to in this Annex A. All other undefined terms contained in any of the Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code to the extent the same are used or defined therein; in the event that any term is defined differently in different Articles or Divisions of the Code, the definition contained in Article or Division 9 shall control. Unless otherwise specified, references in this Agreement or any other Loan Document or any of the Appendices, Section, subsection or clause hereof or thereof refer to such Section, subsection or clause as contained in this Agreement (as amended and restated on November 20, 2013) or such Loan Documents, as applicable. The words “herein,” “hereof” and “hereunder” and other words of similar import in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as applicable, as a whole, including all Annexes, Exhibits and Schedules hereto or thereto, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement, such other Loan Document or any such Annex, Exhibit or Schedule, as the case may be. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. confidential confidential

B-1 ANNEX B to CREDIT AGREEMENT PRO RATA SHARES AND COMMITMENT AMOUNTS LENDER REVOLVING LOAN COMMITMENT SWING LINE LOAN COMMITMENT (IF ANY) PRO RATA SHARE Bank of America, N.A. $125,000,000 $37,500,000 33.333333333% Wells Fargo Capital Finance, LLC $60,000,000 16.000000000% Regions Bank $50,000,000 13.333333333% PNC Bank, National Association $40,000,000 10.666666667% CIT Finance LLC $27,500,000 7.333333333% RBS Citizens Business Capital, a division of RBS Asset Finance, Inc. $27,500,000 7.333333333% SunTrust Bank $25,000,000 6.666666667% NYCB Specialty Finance Company, LLC, a whollyowned subsidiary of New York Community Bank $20,000,000 5.333333333% Total $375,000,000 $37,500,000 100.00% confidential confidential

C-1 ANNEX C to CREDIT AGREEMENT CLOSING CHECKLIST A. LOAN DOCUMENTS AND COLLATERAL MATTERS 1. Credit Agreement: This Agreement or counterparts hereof shall have been duly executed and delivered by each Credit Party, Agent and Lenders. 2. Revolving Notes: Duly executed originals of the Revolving Notes for each requesting Lender, dated the Restatement Effective Date, shall have been delivered to Agent. 3. Swing Line Notes: Duly executed originals of the Swing Line Notes for each requesting Lender, dated the Restatement Effective Date, shall have been delivered to Agent. 4. Amendment to Intercreditor Agreement: Duly executed originals of Amendment No. 1 to the Intercreditor Agreement, executed by the collateral agent under the Second Lien Notes Indenture, dated the Restatement Effective Date, shall have been delivered to the Agent. 5. Evidence of Insurance: Satisfactory evidence shall have been delivered to Agent that the insurance policies required by Section 2.2 of the Agreement are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as applicable, in favor of Agent, for the benefit of the Secured Parties. 6. Personal Property Requirements. Agent shall have received, (to the extent not already received by the Agent prior to the Restatement Effective Date): • all certificates, agreements or instruments representing or evidencing securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; • UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office; • evidence acceptable to the Agent of payment or arrangements for payment by the Credit Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents; • an Intercompany Note in a form reasonably satisfactory to Agent executed by and among Holdings, Parent Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; confidential confidential

C-2 • all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Agent’s security interest in all Chattel Paper, all Instruments, all deposit, securities and commodities accounts and all Investment Property of each Credit Party; • UCC, tax and judgment lien searches or equivalent reports or searches that the Agent deems appropriate, none of which show liens that encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Encumbrances or any other Liens acceptable to the Agent); • Duly executed originals of the Patent Security Agreement; Trademark Security Agreement and Copyright Security Agreement (collectively, the “Intellectual Property Security Agreements”) dated the Restatement Effective Date, shall have been delivered to Agent, together with evidence that all actions that the Agent deems necessary to perfect and protect the first priority Liens and security interests created under the Intellectual Property Security Agreements in the United States have been taken or will be taken in accordance with the terms of the Loan Documents; and • a duly executed Perfection Certificate. B. CLOSING CERTIFICATES 1. Borrowing Base Certificate: A Borrowing Base Certificate for the Borrowers. 2. Notice of Revolving Credit Advance: Duly executed Notice of Revolving Credit Advance, dated at least one (1) Business Day prior to the Restatement Effective Date, shall have been delivered to Agent and may request Loans to be made available on the Restatement Effective Date in an aggregate amount such that the total amount of Revolving Loans outstanding after giving effect thereto is not more than $295 million. 3. Officer’s Certificate: Duly executed originals of a certificate of an authorized officer of Parent Borrower, dated the Restatement Effective Date, certifying on behalf of Parent Borrower that as of the Restatement Effective Date and after giving effect to the Related Transactions the representations and warranties in this Agreement are accurate, true and correct in all material respects. 4. Other Documents. Agent shall have received such other certificates, documents and agreements with respect to any Credit Party as Agent may, in its sole discretion, request. C. FINANCIAL MATTERS 1. Solvency: Agent shall have received a certificate of the chief financial officer of each Credit Party certifying that such Credit Party (after giving effect to the Transactions and the incurrence of Indebtedness related thereto) is solvent. confidential confidential

C-3 2. Minimum Excess Availability: On the Restatement Effective Date, Borrower shall have Excess Availability (determined based on the Borrowing Base Certificate delivered to Agent on the Restatement Effective Date) of at least $75,000,000, calculated on a pro forma basis after giving effect to the Loans made on the Restatement Effective Date and the consummation of the Related Transactions, and with all of Borrowers’ obligations current in accordance with historical practices. D. CORPORATE DOCUMENTS & LEGAL OPINIONS 1. Certificate of Incorporation and Good Standing: For each Credit Party, Agent shall have received (a) the articles or certificate of incorporation or certificate of formation, as applicable, of such Credit Party and all amendments thereto and (b) good standing certificates (including verification of tax status, if available) in such Credit Party’s state of incorporation or formation, as applicable, each dated a recent date prior to the Restatement Effective Date and certified by the applicable Secretary of State or other authorized Governmental Authority. 2. By-laws and Resolutions: For each Credit Party, Agent shall have received (a) the bylaws or operating agreement of such Credit Party, as applicable, together with all amendments thereto and (b) resolutions of such Credit Party’s Board of Directors approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the transactions to be consummated in connection therewith, each certified as of the Restatement Effective Date by such Credit Party’s secretary or an assistant secretary as being in full force and effect without any modification or amendment. 3. Incumbency Certificates: For each Credit Party, Agent shall have received incumbency certificates and specimen signatures of the officers of such Credit Party executing any of the Loan Documents, certified as of the Restatement Effective Date by such Credit Party’s secretary or an assistant secretary as being true, accurate, correct and complete. 4. Opinions of Counsel: Duly executed originals of an opinion of (a) Stroock & Stroock & Lavan LLP, special New York counsel for the Credit Parties, in the form set forth in Exhibit I to this Agreement. E. OTHER CONDITIONS 1. Payment of Fees: Holdings and Parent Borrower shall have paid the Fees required to be paid on the Restatement Effective Date to the Arranger and the Decision Agent, including, without limitation, fees and expenses of counsel for the Agent and the Fees specified in the Fee Letters. 2. Information. The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and antimoney laundering rules and regulations, including the U.S.A. Patriot Act. confidential confidential

D-1 ANNEX D to CREDIT AGREEMENT LENDERS’ BANK ACCOUNTS Name: Bank of America, N.A. Bank: A Bank of America Company ABA #: 0260-0959-3 Account #: 9369337536 Reference: BABC/ NEFF confidential confidential

EXHIBIT 4.1(m) to CREDIT AGREEMENT COMPLIANCE AND PRICING CERTIFICATE NEFF LLC Date: , This Compliance and Pricing Certificate (this “Certificate”) is given by NEFF LLC (“Parent Borrower”) pursuant to Section 4.1(m) of that certain Amended and Restated Senior Secured Credit Agreement, dated as of November [20], 2013, among Parent Borrower, Neff Holdings LLC, as Holdings, the Lenders from time to time party thereto and Bank of America, N.A., as agent for the Lenders and the other Secured Parties (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definitions shall have the meanings set forth in the Credit Agreement. The undersigned is duly authorized to execute and deliver this Certificate on behalf of Parent Borrower. By executing this Certificate such officer hereby certifies on behalf of Parent Borrower, and not in any individual capacity, to Agent and Lenders on and as of the date hereof that: (a) I am the duly elected [Chief Financial Officer/Chief Executive Officer] of Parent Borrower. (b) the financial statements delivered with this Certificate in accordance with Section 4.1(b), and/or 4.1(c) of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Parent Borrower and its Subsidiaries as of the dates of such financial statements [(except that quarterly Financial Statements do not include footnote disclosures and are subject to year-end adjustment)]; (c) I have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Borrowers during the accounting period covered by such financial statements; (d) such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth on Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or an Event of Default and what action Parent Borrower has taken, is taking and proposes to take with respect thereto; each representation or warranty by any Credit Party contained in any Loan Document is true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, except to the extent that such representation or warranty expressly relates to an earlier date, in which case, as of such earlier date; confidential confidential

(e) except as set forth on Schedule 1 hereto, Parent Borrower is in compliance with the covenants contained in Sections 3.1, 3.3, 3.4, 3.5, 3.17, 3.19 and 3.20 of the Credit Agreement, as demonstrated on Schedule 1 hereto; (f) except as set forth on Schedule 2 hereto, subsequent to the date of the most recent Certificate submitted by Parent Borrower pursuant to Section 4.1(m) of the Credit Agreement, no Credit Party has (i) changed its name as it appears in official filings in the jurisdiction of its organization, (ii) changed its chief executive office, principal place of business, corporate offices, warehouses or locations at which Collateral is held or stored, or the location of its records concerning Collateral, (iii) changed the type of entity that it is, (iv) changed (or has had changed) its organization identification number, if any, issued by its jurisdiction of organization, (v) changed its jurisdiction of organization, (vi) changed the end of its Fiscal Year, or (vii) formed any new Subsidiary or entered into any partnership or joint venture with any other Person without giving Agent any notice required by the Security Agreement; and (g) except as set forth on Schedule 3 hereto, subsequent to the date of the most recent Certificate submitted by Parent Borrower pursuant to Section 4.1(m) of the Credit Agreement, there has been no event which would alter any of the disclosures set forth on Schedule 5.4(b) of the Credit Agreement. IN WITNESS WHEREOF, Parent Borrower has caused this Certificate to be executed by this day of , . NEFF LLC By: Its: confidential confidential

SCHEDULE 1 Exhibit 4.1(m) ALL AMOUNTS IN EXHIBIT 4.1(M) ARE WITHOUT DUPLICATION AND, UNLESS OTHERWISE INDICATED, ARE CALCULATED FOR HOLDINGS AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS. INDEBTEDNESS (Section 3.1) Indebtedness secured by purchase money Liens or incurred with respect to Capital Leases or synthetic leases (Section 3.1(e)): Actual in the aggregate $___________ Permitted in the aggregate $5,000,000 In Compliance Yes/No confidential confidential

INVESTMENTS (Section 3.3) Intercompany loans, advances or capital contributions by any Credit Party to any Subsidiary that is not a Credit Party (Section 3.3(b)): Actual in the aggregate $___________ Permitted in the aggregate $1,000,000 In Compliance Yes/No Loans and advances to employees for moving, entertainment, travel, and similar expenses in the ordinary course of business (Section 3.3(c)): Actual in the aggregate $___________ Permitted in the aggregate $1,000,000 In Compliance Yes/No Loans made to officers or employees in connection with the purchase of Stock of Holdings (Section 3.3(j)): Actual in the aggregate $___________ Permitted in the aggregate $1,000,000 In Compliance Yes/No Other Investments (Section 3.3(a)): Actual in the aggregate $___________ Permitted in the aggregate $5,000,000 In Compliance Yes/No confidential confidential

CONTINGENT OBLIGATIONS (Section 3.4) Contingent Obligations not otherwise permitted in Sections 3.4(a) through (f) (Section 3.4(g)): Actual in the aggregate $___________ Permitted in the aggregate $5,000,000 In Compliance Yes/No confidential confidential

RESTRICTED PAYMENTS (Section 3.5) Payments to Holdings to permit Holdings to pay general administrative costs and expenses when due in the ordinary course of business (Section 3.5(g)): Actual in the aggregate $___________ Permitted in the aggregate $2,000,000 In Compliance Yes/No Payment of out-of-pocket expenses by Holdings incurred by Wayzata or any of its Affiliates in connection with its performance of management, consulting, monitoring, financial advisory or other services provided to Holdings and its Subsidiaries (Section 3.3(h)): Actual in the aggregate $___________ Permitted in the aggregate $100,000/year In Compliance Yes/No confidential confidential

LEASE LIMITS (Section 3.17) All rents (or substantially equivalent payments) paid during the measuring period for operating leases, synthetic leases and similar off-balance sheet financing (Section 3.17): $___________ Permitted Lease Payments (Fiscal Year) $20,000,000 In Compliance Yes/No confidential confidential

CONSOLIDATED TOTAL LEVERAGE RATIO (Section 3.19) Minimum Consolidated Total Leverage Ratio required if Excess Availability is less than an amount equal to the greater of (i) 10.0% of the Revolving Loan Commitments of all Lenders and (ii) $35.0 million (subject to a Reversal Event) (Section 3.19): $___________ In Compliance Yes/No Calculation of the Consolidated Total Leverage Ratio: The ratio of: Indebtedness of Parent Borrower and its Subsidiaries as at such date (after giving effect to any incurrence or discharge of Indebtedness on such date) to: Consolidated EBITDA for the period of the most recent four consecutive Fiscal Quarters ending prior to the date of such determination for which consolidated Financial Statements of Holdings are available Consolidated Total Leverage Ratio confidential confidential

FIXED CHARGE COVERAGE RATIO (Section 3.20) Fixed Charge Coverage Ratio may not be less than 1.0:1.0 if Excess Availability is less than an amount equal to the greater of (i) 10.0% of the Revolving Loan Commitments of all Lenders and (ii) $35.0 million (subject to a Reversal Event) (Section 3.20): $___________ In Compliance Yes/No Calculation of Fixed Charge Coverage Ratio: The ratio of: Consolidated EBITDA for the most recent period of four consecutive Fiscal Quarters of Parent Borrower ending prior to the date of such determination for which consolidated Financial Statements of Holdings are available minus the aggregate amount of all Capital Expenditures of Parent Borrower and its Subsidiaries for such period (excluding the aggregate principal amount of Indebtedness expressly permitted under Section 3.1 of the Credit Agreement incurred to finance such Capital Expenditures and, without duplication of amounts netted from Capital Expenditures, the net proceeds of any used equipment disposals, in each case, to the extent Capital Expenditures for purposes of this calculation are above zero and for the avoidance of doubt any gains from the sale of Rental Fleet and Equipment and Inventory in the ordinary course of business shall not be netted against Capital Expenditures for purposes of calculating the Fixed Charge Coverage Ratio) to: the sum of: Interest Expense of Parent Borrower and its Subsidiaries for the period; confidential confidential

the aggregate principal amount of all regularly scheduled principal or amortization payments on Indebtedness of Parent Borrower and its Subsidiaries for such period, but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness expressly permitted under Section 3.1 of the Credit Agreement; the aggregate amount of Federal, state, local and foreign income, capital or profits taxes, including franchise and similar taxes and foreign withholding taxes of Parent Borrower and its Subsidiaries for such period, paid in cash, in each case, by Parent Borrower and its Subsidiaries; and Restricted Payments paid by Holdings and its Subsidiaries after the Restatement Effective Date pursuant to Sections 3.5(e), (f) and (i) of the Credit Agreement Fixed Charge Coverage Ratio confidential confidential

CONDITIONS OR EVENTS WHICH CONSTITUTE A DEFAULT OR EVENT OF DEFAULT [If any condition or event exists that constitutes a Default or Event of Default, specify nature and period of existence and what action Parent Borrower has taken, is taking or proposes to take with respect thereto; if no condition or event exists, state “None.”] confidential confidential

SCHEDULE 2 Exhibit 4.1(m) ORGANIZATION/LOCATION CHANGES [If any Credit Party has (i) changed its name as it appears in official filings in the jurisdiction of its organization, (ii) changed its chief executive office, principal place of business, corporate offices, warehouses or locations at which Collateral is held or stored, or the location of its records concerning Collateral, (iii) changed the type of entity that it is, (iv) changed (or has had changed) its organization identification number, if any, issued by its jurisdiction of organization, (v) changed its jurisdiction of organization, (vi) changed the end of its Fiscal Year, or (vii) formed any new Subsidiary or entered into any partnership or joint venture with any other Person without giving Agent any notice required by the Security Agreement, such event shall be specified below; if no such event has occurred, state “None.”] confidential confidential

SCHEDULE 3 Exhibit 4.1(m) CAPITALIZATION CHANGES [If with respect to any Credit Party there has been a change in authorized Stock, issued and outstanding Stock or the identity of the holders of any Stock, or if with respect to any Credit Party there has been a change pertaining to preemptive rights or any other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition of any Stock, such change shall be set forth below; if no such change has occurred, state “None.” confidential confidential

EXHIBIT I-1 to CREDIT AGREEMENT Form of Opinion of Stroock & Stroock & Lavan LLP [See Attached} confidential confidential

 NY 74844018v2 November [_], 2013 To the Lender Parties Referred to Below c/o Agent, L/C Issuer and Swing Line Lender 300 Galleria Parkway, Suite 800 Atlanta, GA 30339 Re: Financing Agreement Ladies and Gentlemen: We have acted as special New York counsel to Neff LLC, a Delaware limited liability company (“Parent Borrower”), Neff Holdings LLC, a Delaware limited liability company (“Holdings”), and Neff Rental LLC, a Delaware limited liability company (the “Company”), in connection with the Amended and Restated Senior Secured Credit Agreement, dated as of November [_], 2013 (the “Financing Agreement”), among the Company, Parent Borrower and Holdings, the institutions from time to time party thereto as Lenders (the “Lenders”), Bank of America, N.A. (“Bank of America”), as administrative agent for the Lenders (in such capacity, the “Agent”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”, and together with the Agent and the Lenders, individually, a “Lender Party” and, collectively, the “Lender Parties”) and as Swing Line Lender and L/C Issuer, and the other institutions from time to time party thereto as agents, arrangers and bookrunners. The Company, Parent Borrower and Holdings are sometimes referred to herein individually as a “Transaction Party” and collectively as the “Transaction Parties.” This opinion letter is delivered to you pursuant to Section 7.1 of the Financing Agreement. Capitalized terms used but not otherwise defined in this opinion letter shall have the meanings assigned to such terms in the Financing Agreement. The Uniform Commercial Code, as amended and in effect in the State of New York on the date hereof, is referred to herein as the “NY UCC.” The Uniform Commercial Code, as amended and in effect in the State of Delaware on the date hereof, is referred to herein as the “Del. UCC.” The NY UCC and the Del. UCC are referred to herein, collectively, as the “UCC.” In addition, as used herein, “security interest” has the meaning it is given in Section 1-201(37) of the NY UCC. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent, if any, otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of these assumptions or items upon which we have relied. confidential confidential

To the Lender Parties November [_], 2013 Page 2 NY 74844018v2 In connection with the opinions expressed herein, we have examined, among other documents, the following: (1) an executed copy of the Financing Agreement; (2) an executed copy of each of the promissory notes, dated as of the date hereof, in favor of certain of the Lenders; (3) an executed copy of the Trademark Security Agreement, dated as of the date hereof, executed by the Company in favor of the Collateral Agent; (4) an executed copy of Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof (the “Intercreditor Amendment”), among the Transaction Parties, Wilmington Trust, National Association as second lien collateral agent and Bank of America, N.A. as first lien agent and as control agent; (5) an executed copy of the Senior Secured Credit Agreement, dated as of October 1, 2010, among the Transaction Parties, the institutions parties thereto as lenders thereunder, Bank of America as agent, swing line lender and L/C issuer, Bank of America and Wells Fargo Capital Finance, LLC, as co-collateral agents, Wells Fargo Capital Finance, LLC and GE Capital Markets, Inc., as co-syndication agents, GMAC Commercial Finance LLC and UBS Securities LLC, as co- documentation agents and Banc of America Securities LLC, Wells Fargo Capital Finance, LLC and GE Capital Markets, Inc., as join lead arrangers and joint bookrunners, as amended by (i) Amendment No. 1, dated as of October 1, 2010, (ii) Amendment No. 2 to Credit Agreement and Amendment No. 1 to Security Agreement, dated as of May 5, 2011, (iii) Amendment No. 3 to Credit Agreement, dated as of March 12, 2012 and (iv) Incremental Revolver Joinder and Amendment No. 4 to Credit Agreement, dated as of October 25, 2012 (as so amended, the “Existing Financing Agreement”); (6) an executed copy of the Intercreditor Agreement, dated as of May 13, 2011 (the “Intercreditor Agreement”), among the Transaction Parties, Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as second lien collateral agent and Bank of America, as first lien agent and as control agent; (7) an executed copy of the Security Agreement, dated as of October 1, 2010, among the Transaction Parties and the Collateral Agent, as amended by Amendment No. 2 to Credit Agreement and Amendment No. 1 to Security Agreement, dated as of May 5, 2011 (as so amended, confidential confidential

To the Lender Parties November [_], 2013 Page 3 NY 74844018v2 the “Security Agreement”); (8) the Officer’s Certificate of each of the Transaction Parties delivered to us in connection with this opinion letter, a copy of which is attached hereto as Exhibit A (the “Officer’s Certificate”); (9) time-stamped copies of financing statements naming each Transaction Party as debtor and the Collateral Agent as secured party (the “Financing Statements”), a copy of each of which is attached hereto as Exhibit B, which Financing Statements have been filed in the office of the Secretary of State of the State of Delaware (the “Delaware Filing Office”); (10) a copy of the Certificate of Formation of each Transaction Party certified by the Secretary of State of the State of Delaware on November 7, 2013 (each, a “Certified Certificate of Formation”) and certified to us by an officer of each Transaction Party, as applicable, as being complete and correct and in full force and effect as of the date hereof; (11) a copy of the Amended and Restated Limited Liability Company Agreement of each Transaction Party (each, a “Limited Liability Company Agreement”), certified to us by an officer of each Transaction Party, as applicable, as being complete and correct and in full force and effect as of the date hereof; and (12) a copy of the certificates, dated November 6, 2013, of the Secretary of State of the State of Delaware as to the existence and good standing of each Transaction Party in the State of Delaware as of such date. The documents referred to in items (1) through (4) above, inclusive, are referred to herein collectively as the “Documents.” Each of the certificates described in item (12) above is referred to herein as a “Good Standing Certificate.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of minutes, written consents, records, agreements and other instruments of the Transaction Parties, certificates of public officials, certificates of officers and other representatives of the Transaction Parties, and other documents, and have made such examinations of law, as we have deemed necessary to form the basis of the opinions hereinafter expressed. In all examinations made by us in connection with this opinion, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the completeness and authenticity of all original and certified documents and records, the conformity to the originals of all copies submitted to us as conformed or reproduction copies and the completeness and authenticity of the originals of such copies. confidential confidential

To the Lender Parties November [_], 2013 Page 4 NY 74844018v2 As to various questions of fact relevant to the opinions hereinafter expressed, we have relied upon, and assume the accuracy of, the statements in the Officer’s Certificate and certificates of officers of other parties to the Documents and the Security Agreement and the representations and warranties of the Transaction Parties contained in the Documents and the Security Agreement and assume compliance on the part of the Transaction Parties with their covenants and agreements contained therein. Our firm does not act as general counsel to the Transaction Parties, and we have not conducted an independent investigation of the business affairs of the Transaction Parties or the Lender Parties. For purposes of our opinions expressed below, we have assumed: (i) the due organization, valid existence and good standing of each party to each Document, other than the Transaction Parties; (ii) the power and authority of each party to each Document, other than the Transaction Parties, and that each such party (other than the Transaction Parties) has all requisite limited liability company, partnership, corporate, shareholder, third party and governmental authorizations, consents and approvals, and made all requisite filings and registrations, in each case, necessary to execute, deliver and perform each of the Documents to which it is a party; (iii) the due execution and delivery pursuant to due authorization of each of the Documents by each party thereto, other than the Transaction Parties; (iv) that such execution, delivery and performance will not violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to any such party or its properties (except with respect to the Transaction Parties to the extent expressly set forth in clauses (ii) and (iii) of paragraph 4 below); and (v) that each of the Documents is a valid and binding obligation of, and enforceable in accordance with its terms against, each of the parties thereto, other than the Transaction Parties. We have also assumed that each of the Existing Financing Agreement, the Intercreditor Agreement and the Security Agreement remains outstanding and in full force and effect, and has not been amended, restated, supplemented or modified, except by the Financing Agreement and the Intercreditor Amendment, as applicable. In connection with the opinions expressed in paragraph 1 below, we have relied solely upon certificates of public officials (including, without limitation, the Good Standing Certificates) as to the factual matters and legal conclusions set forth therein. With respect to the opinions expressed in clauses (i) and (ii)(A) of paragraph below, our opinions are limited (x) to our actual knowledge, if any, of the specially regulated business activities and properties of the Transaction Parties based solely upon the Officer’s Certificate in respect of such matters and without any independent investigation or verification on our part and (y) to only those laws and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Documents. Based on the foregoing, and subject to the assumptions, exceptions, limitations and qualifications set forth in this opinion letter, it is our opinion that: confidential confidential

To the Lender Parties November [_], 2013 Page 5 NY 74844018v2 1. Each Transaction Party is a limited liability company existing in good standing under the laws of the State of Delaware. 2. Each Transaction Party has the limited liability company power and authority to enter into and to incur and perform its obligations under the Documents to which it is a party. 3. The execution and delivery to the Agent and/or the Collateral Agent by each Transaction Party of the Documents to which it is a party and the performance by such Transaction Party of its obligations thereunder (i) have been authorized by all necessary limited liability company action by such Transaction Party, and (ii) do not violate any provision of the Certificate of Formation or Limited Liability Company Agreement of such Transaction Party. 4. The execution and delivery to the Agent and/or the Collateral Agent by each Transaction Party of 1the Documents to which it is a party and the performance by such Transaction Party of its obligations thereunder (i) do not require under law or regulation of any governmental agency or authority of the State of New York, the State of Delaware pursuant to the Delaware Limited Liability Company Act (the “DLLCA”) or the United States of America any filing or registration by such Transaction Party with, or approval or consent to any such action by such Transaction Party of, any governmental agency or authority of the State of New York, the State of Delaware or the United States of America that has not been made or obtained except (A) those required in the ordinary course of business in connection with the performance by such Transaction Party of its obligations under certain covenants contained in the Documents, (B) pursuant to securities and other laws that may be applicable to the disposition of any collateral subject thereto and (C) filings, registrations, consents or approvals in each case not required to be made or obtained by the date hereof, (ii) do not violate (A) any present law, or present regulation of any governmental agency or authority, of the State of New York or the United States of America applicable to such Transaction Party or its property or (B) any provision of the DLLCA applicable to such Transaction Party and (iii) violate any agreement binding upon such Transaction Party or its property that is listed on Exhibit C hereto (this opinion being limited in that we express no opinion with respect to any violation, breach or default not readily ascertainable from the face of any such agreement or arising under or based upon any cross default provision insofar as it relates to a default under an agreement not so identified to us on such Exhibit C hereto, or arising under or based upon any covenant of a financial or numerical nature or requiring computation). 5. Each Document has been duly executed and delivered on behalf of each Transaction Party signatory thereto, and each Document constitutes a valid and binding 1 Note: Performance of obligations is already covered in the next line directly below. confidential confidential

To the Lender Parties November [_], 2013 Page 6 NY 74844018v2 obligation of such Transaction Party, enforceable against such Transaction Party in accordance with its terms. 6. The execution and delivery to the Agent and/or the Collateral Agent by each Transaction Party of the Documents to which it is a party do not adversely affect the continued existence of the security interest created by the Security Agreement, as confirmed, ratified, reaffirmed and continued by such Transaction Party pursuant to the Financing Agreement, in such Transaction Party’s rights in the Collateral (as defined in the Security Agreement) to which Article 9 of the NY UCC is applicable (the “Article 9 Collateral”), in favor of the Collateral Agent for the benefit of the Secured Parties (including any new Lenders that become Lenders under the Financing Agreement on the date hereof). 7. The execution and delivery to the Agent and/or the Collateral Agent by each Transaction Party of the Documents to which it is a party do not adversely affect the continued perfection of the security interest created by the Security Agreement in favor of the Collateral Agent for the benefit of the Secured Parties (including any new Lenders that become Lenders under the Financing Agreement on the date hereof), as confirmed, ratified, reaffirmed and continued by such Transaction Party pursuant to the Financing Agreement, in such Transaction Party’s rights in that portion of the Article 9 Collateral in which a security interest was perfected by filing of the applicable Financing Statement in the Delaware Filing Office under the Uniform Commercial Code as in effect in the State of Delaware on the Closing Date. 8. The borrowings by Parent Borrower and the Company2 under the Financing Agreement and the application of the proceeds thereof as provided in the Financing Agreement will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System (the “Margin Regulations”). 9. None of the Transaction Parties is required to register as an “investment company” (under, and as defined in, the Investment Company Act of 1940, as amended (the “1940 Act”)). The opinions contained in this letter are subject to the following further limitations and qualifications: A. Our opinions set forth in paragraph 5 above with respect to the enforceability of the Documents are (i) subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, preferential transfer, receivership, conservatorship and similar laws, and related regulations and judicial doctrines, now or hereafter in effect relating to or affecting creditors’ 2 Note: Holdings is not a borrower under the Financing Agreement. confidential confidential

To the Lender Parties November [_], 2013 Page 7 NY 74844018v2 rights and remedies generally (collectively, “Insolvency Laws”), (ii) as to enforceability of any right or remedy that may be exercised by or on behalf of the Lenders under any of the Documents, subject to the limitations contained in Part 6 of Article 9 of the NY UCC and (iii) subject to and may be limited by legal and equitable principles, whether such principles are considered in a proceeding at law or in equity. B. We express no opinion as to the enforceability of any provision in the Documents: (i) providing that any person or entity may sell or otherwise dispose of, or purchase, any collateral subject thereto, or enforce any other right or remedy thereunder (including without limitation any self- help or taking-possession remedy), except in compliance with the NY UCC and other applicable laws; (ii) establishing standards for the performance of the obligations of good faith, diligence, reasonableness and care prescribed by the NY UCC or of any of the rights or duties referred to in Section 9-603 of the NY UCC; (iii) relating to indemnification, contribution or exculpation in connection with violations of any securities laws or statutory duties or public policy, or in connection with willful, reckless or unlawful acts or gross negligence of the indemnified or exculpated party or the party receiving contribution; (iv) providing that any person or entity may exercise set-off rights other than in accordance with and pursuant to applicable law; (v) relating to choice of governing law to the extent that the enforceability of any such provision is to be determined by any court other than a court of the State of New York or may be subject to constitutional limitations; (vi) waiving any rights to trial by jury; (vii) purporting to confer, or constituting an agreement with respect to, subject matter jurisdiction of United States federal courts to adjudicate any matter; (viii) purporting to create a trust or other fiduciary relationship; (ix) specifying that provisions thereof may be waived or amended only in writing, to the extent that an oral agreement or an confidential confidential

To the Lender Parties November [_], 2013 Page 8 NY 74844018v2 implied agreement by trade practice or course of conduct has been created that modifies any provision of such Documents; (x) giving any person or entity the power to accelerate obligations or to foreclose upon collateral without any notice to the obligor; (xi) providing for the performance by any guarantor of any of the nonmonetary obligations of any person or entity not controlled by such guarantor; (xii) providing for restraints on alienation of property and purporting to render transfers of such property void and of no effect or prohibiting or restricting the assignment or transfer of property or rights to the extent that any such prohibition or restriction is ineffective pursuant to Sections 9-406 through 9-409 of the NY UCC; (xiii) constituting a severability provision or any provision of similar intent or purpose; (xiv) providing for the waiver of any non-waivable rights granted by the Constitution of the United States, any federal or state statute or any decisional law, including any waiver of notice or an opportunity for a hearing; or (xv) providing that a failure on the part of any party to exercise, in whole or in part, a right or remedy provided to such party shall not constitute a waiver of such party’s rights or remedies or of any default. C. Our opinions as to enforceability are subject to the effect of generally applicable rules of law that: (i) limit the vesting of jurisdiction in, or the consent to the exercise of jurisdiction by, any court where the exercise of jurisdiction is within the discretion of such court or the court is not a court of general jurisdiction; (ii) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, or that permit a court to reserve to itself a decision as to whether any provision of any agreement is severable; and confidential confidential

To the Lender Parties November [_], 2013 Page 9 NY 74844018v2 (iii) limit the availability of a remedy under certain circumstances when another remedy has been elected. D. We render no opinion as to (i) provisions which purport to establish evidentiary standards, disclaimers, liability limitations with respect to third parties, powers of attorney, rights of third parties to enforce provisions of any of the Documents, set off, discharge of defenses, and liquidated damages, make-whole or other prepayment premiums, charges or similar payments, late payment charges or default interest, and (ii) the effect of the compliance or non- compliance of any Lender Party with any state or federal laws or regulations applicable to such Lender Party because of such Lender Party’s legal or regulatory status, the nature of such Lender Party’s business or the authority of such Lender Party to conduct business in any jurisdiction. E. With respect to our opinions set forth in paragraphs 6 and 7 above: (i) We have assumed that (x) each Transaction Party has sufficient rights within the meaning of Section 9-203(b)(2) of the NY UCC to all property or assets existing on the date hereof and (y) each Transaction Party will have rights within the meaning of Section 9-203(b)(2) of the NY UCC in each item of collateral arising after the date hereof, in the case of each of clauses (x) and (y) above, in which such Transaction Party purports to grant a security interest under the Security Agreement. (ii) Any security interest in the proceeds of collateral is subject in all respects to the limitations set forth in Section 9-315 of the NY UCC. (iii) Under certain circumstances described in Section 9-315 of the NY UCC, the right of a secured party to enforce a security interest in the proceeds of collateral may be limited. (iv) Section 552 of the United States Bankruptcy Code (the “Code”) limits the extent to which property acquired by a debtor after the commencement of a case under the Code may be subject to a security interest arising from a security agreement entered into by the debtor before the commencement of such case, and Section 547 of the Code may render a security interest in such after-acquired property voidable to the extent it serves as collateral for any antecedent debt, subject to the exceptions provided therein. confidential confidential

To the Lender Parties November [_], 2013 Page 10 NY 74844018v2 (v) Other than as expressly set forth in paragraph 6 above, we express no opinion as to the creation, validity or enforceability of any pledge, security interest, assignment for security, lien or other encumbrance, as the case may be, that may be created or purported to be created under the Security Agreement. (vi) We express no opinion as to the creation, validity or enforceability of any pledge, security interest, assignment for security, lien or other encumbrance, as the case may be, that may be created or purported to be created under the Security Agreement in any commercial tort claim. (vii) Other than as expressly set forth in paragraph 7 above, we express no opinion as to the perfection of any pledge, security interest, assignment for security, lien or other encumbrance, as the case may be, that may be created or purported to be created under the Security Agreement. (viii) We express no opinion as to the priority of any pledge, security interest, assignment for security, lien or other encumbrance, as the case may be, that may be created or purported to be created under the Security Agreement. (ix) We express no opinion as to the enforceability of the security interests under the Security Agreement in any item of collateral subject to any restriction on or prohibition against transfer contained in or otherwise applicable to such item of collateral or any contract, agreement, license, permit, security, instrument or document constituting, evidencing or relating to such item, except to the extent that any such restriction is rendered ineffective pursuant to any of Sections 9-406 through 9-409, inclusive, of the NY UCC. (x) We call to your attention that Article 9 of the Del. UCC requires the filing of continuation statements within the period of six months prior to the expiration of five years from the date of original filing of financing statements under the Del. UCC in order to maintain the effectiveness of such financing statements and that additional financing statements may be required to be filed to maintain the perfection of security interests if the debtor granting such security interests makes certain changes to its name, or changes its location (including through a change in its jurisdiction of organization) or the location of certain types of collateral, all as provided in the Del. UCC. confidential confidential

To the Lender Parties November [_], 2013 Page 11 NY 74844018v2 (xi) We call to your attention that an obligor (as defined in the NY UCC) other than a debtor may have rights under Part 6 of Article 9 of the NY UCC. (xii) With respect to our opinions set forth above in paragraph 7, we express no opinion with respect to the perfection of any such security interest in any Article 9 Collateral constituting timber to be cut, as extracted collateral, cooperative interests, or property described in Section 9-311(a) of the NY UCC (including, without limitation, property subject to a certificate-of-title statute), and we express no opinion with respect to the effectiveness of any financing statement filed or purported to be filed as a fixture filing. (xiii) We express no opinion as to the effectiveness of Section 2(a) of the Security Agreement for purposes of Sections 9-108 and 9-203 (as it relates to Section 9-108) of the NY UCC. We express no opinion as to the effectiveness of a description of collateral as “all the debtor’s assets” or “all the debtor’s personal property” or words to similar effect for purposes of Section 9-203 of the NY UCC. (xiv) We have assumed that each Transaction Party is organized solely under the laws of the state identified as such Transaction Party’s jurisdiction of organization in the Certified Certificate of Formation of, and Good Standing Certificate for, such Transaction Party. (xv) We have assumed that on the Closing Date the Security Agreement created in favor of the Collateral Agent, for the benefit of the Secured Parties (as defined in the Existing Financing Agreement), a security interest in each Transaction Party’s rights in the Article 9 Collateral. (xvi) We have assumed that the Financing Statements were effectively filed in the Delaware Filing Office and such filing perfected, for the benefit of the Secured Parties (as defined in the Existing Financing Agreement), the security interest created by the Security Agreement in each Transaction Party’s rights in that portion of the Article 9 Collateral in which a security interest may be perfected by filing an initial financing statement under the Uniform Commercial Code as in effect in the State of Delaware on the Closing Date, and such Financing Statements have not been amended, modified or terminated. F. We express no opinion in this opinion letter as to the Existing Financing Agreement or any document relating to the Existing Financing Agreement (other than the Security Agreement) executed and delivered prior to confidential confidential

To the Lender Parties November [_], 2013 Page 12 NY 74844018v2 the date hereof (collectively, the “Existing Facility Documents”), and our opinions herein as to the Financing Agreement relate solely to the Financing Agreement that amends and restates the Existing Financing Agreement in its entirety and do not in any way relate back to any Existing Facility Document. G. We express no opinion as to (i) any county, city or municipal law, ordinance or regulation or judicial decisions to the extent they deal with the foregoing, or (ii) tax laws, securities laws, environmental laws or antitrust laws. H. We express no opinion with respect to (i) any provision of The Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law No. 111-203, 124 Stat. 1376, 12 U.S.C. 5301 et seq.) (the “Act”) that requires the adoption of any implementing rule or regulation by any United States regulatory agency or authority (each, a “Regulatory Authority”), which implementing rule or regulation has not been adopted in final form by the applicable Regulatory Authority or is not yet effective or (ii) any provision of the Act, or any final rule or final regulation promulgated under the Act, to the extent that such statutory provision, final rule or final regulation uses, refers to or incorporates by reference (x) any term that the Act requires to be defined by the adoption of any implementing rule or regulation by any Regulatory Authority, which implementing rule or regulation has not been adopted in final form by the applicable Regulatory Authority or is not yet effective or (y) any other rule or regulation that has not been adopted in final form by the applicable Regulatory Authority or is not yet effective. I. We express no opinion as to the effect or waiver of suretyship defenses, or defenses in the nature thereof, with respect to the obligations of any applicable guarantor, indemnitor, joint obligor, surety, accommodation party, or other secondary obligor. J. Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York. The opinions expressed herein are limited to (i) the laws of the State of New York and the federal laws of the United States of America and (ii) to the extent relevant to the opinions expressed in paragraphs 1, 2, 3, 4 and 5, the DLLCA. Our opinions in paragraph 6 above are limited to Article 9 of the NY UCC and our opinions in paragraph 7 above are limited to Article 9 of the Del. UCC and therefore those opinion paragraphs do not address (a) laws of jurisdictions other than New York, Delaware and the United States of America, and laws of New York, Delaware and the United States of America except for Article 9 of the NY UCC and Article 9 of the Del. UCC, (b) collateral of a type not subject to Article 9 of the UCC, and (c) under the choice of law rules of the NY UCC and the Del. UCC with respect to the law governing perfection and priority of security interests. confidential confidential

To the Lender Parties November [_], 2013 Page 13 NY 74844018v2 Our opinions as to any matters governed by (i) the Del. UCC are based solely upon our review of the Del. UCC as published in the CCH Secured Transactions Guide, last updated [October 22], 2013 and (ii) the DLLCA are based solely upon our review of the DLLCA as published in the Corporation Service Company’s Delaware Laws Governing Business Entities Annotated, last updated September 2013, without any review or consideration of any regulations promulgated thereunder or any decisions or opinions of courts or other adjudicative bodies or governmental authorities of the State of Delaware, whether or not reported or summarized in the foregoing publication. Our opinions are limited to those expressly set forth herein, and we express no opinions by implication. This opinion letter speaks only as of the date hereof. We have no responsibility or obligation to update this letter, whether in respect of changes in law, changes in facts or any other development, in each case, which arise after the date hereof and whether or not we may later become aware of such changes or developments. This opinion letter is furnished solely for your benefit, and of any other person or entity becoming a Lender Party under the Financing Agreement, in each case, in connection with matters relating to the Documents and may not be used or relied upon by any other person or for any other purpose without our prior written consent. Very truly yours, STROOCK & STROOCK & LAVAN LLP confidential confidential

 A-1 NY 74844018V2 Exhibits A Officer’s Certificate confidential confidential

 B-1 NY 74844018V2 Exhibit B Financing Statements confidential confidential

C-1 NY 74844018V2 Exhibit C 1. That certain Indenture, dated as of May 13, 2011, among the Transaction Parties and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB) as trustee (in such capacity, the “Trustee”) and as parity junior lien collateral agent (in such capacity, the “Parity Junior Lien Collateral Agent”), as amended and supplemented by that certain Supplemental Indenture No. 1 to the Indenture, dated as of the date hereof, among the Transaction Parties, the Trustee and the Parity Junior Lien Collateral Agent. 2. That certain Security Agreement, dated as of May 13, 2011, among the Transaction Parties and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB) as collateral agent. confidential confidential

NY 74829809v4 Schedule 5.4(a) Jurisdiction of Organization and Qualifications Company Jurisdiction of Organization Qualifications Neff Holdings LLC Delaware Delaware Neff LLC Delaware Delaware Neff Rental LLC Delaware Florida Virginia Tennessee California Texas North Carolina Georgia Colorado South Carolina Washington Louisiana Arizona Maryland Alabama Neff Rental Finance Corp. Delaware Delaware

2 NY 74829809v4 Schedule 5.4(b) Pledged Stock and Pledged Notes Part A Capitalization of Parent Borrower and its Subsidiaries Capitalization of Holdings Holder of Class A Units of Neff Holdings LLC Unit Certificate No. No. Units Issued Fully-Diluted Percentage Ownership Wayzata Opportunities Fund II, L.P. A1-1 (for 7,610,800 Units) and A1-3 (for 1,363,796) 8,974,596 89.940% Wayzata Opportunities Fund Offshore II, L.P. A1-4 225,404 2.259% Total: 9,200,000 92.199% Options Exercisable into Class B Limited Voting Common Units (“Class B Units”) of Holdings: Holder of Options of Neff Holdings LLC Number of Options (Expressed in Number of Class B Units Issuable Upon Exercise) Fully-Diluted Percentage Ownership Graham Hood 218,000 2.185% Mark Irion 130,000 1.303% Wes Parks 60,000 0.601% Henry Lawson 60,000 0.601% John Anderson 60,000 0.601% Brad Nowell 37,000 0.371% Steven Settelmayer 37,000 0.371% Paula Papamarcos 31,000 0.311% Steve Michaels 37,000 0.371% Tom Sutherland 31,000 0.310% Tammy Parham 14,000 0.14% Jim Horn 14,000 0.14% Bryant Becton 14,000 0.14% Company Holder of Stock Stock/Unit Certificate No. No. Shares/ Units Issued No. Shares/Units Authorized Fully-Diluted Percentage Ownership Neff LLC Neff Holdings LLC 1 100 Common Units 100 Common Units 100% Neff Rental LLC Neff LLC 1 100 Common Units 100 Common Units 100% Neff Rental Finance Corp. Neff Rental LLC 1 1000 Shares of Common Stock 3000 Shares of Common Stock 100%

3 NY 74829809v4 Bobby Comer 14,000 0.14% Robert C. Singer 8,801 0.088% James Continenza 12,573 0.126% Total: 778,374 7.801% Part B None.

4 NY 74829809v4 Schedule 5.6 Intellectual Property Patents None. Trademarks Owner Title Registration Number Neff Rental LLC Words Neff Rental and Circular Design 3,200,927 Neff Rental LLC Words Neff Rental and Lined Design 3,200,938 Neff Rental LLC Words Neff Rental 3,205,229 Neff Rental LLC Words We Care More 3,467,842 Neff Rental LLC Words We Have It . . . 86,093,901 Copyrights None.

5 NY 74829809v4 Schedule 5.8 Employee Matters None.

6 NY 74829809v4 Schedule 5.10 Litigation; Adverse Facts None.

7 NY 74829809v4 Schedule 5.12 Real Estate Lease Real Property (All leased by Neff Rental LLC) Address City State Vendor/Landlord 6501 NW 77TH AVENUE MIAMI FL RMK PROPERTIES, LLC #28464 1860 MARTIN LUTHER KING JR BLVD WEST PALM FL LaMae Realty #17162 7400 COMMERCIAL CIRCLE PORT ST. LUCIE FL PSL INDUSTRIAL LLC #31262 1925 NW 18TH STREET POMPANO FL DUBLIN HOLDINGS, LLC #30639 1925 NW 18TH STREET POMPANO SUB- LEASE FL DUBLIN HOLDINGS, LLC #30639 – LESSOR ON “PRIME LEASE” 11700 METRO PARKWAY FT. MYERS FL G&M ESTATES USA, INC. (#17122) 4321 NORTH US HIGHWAY 301 TAMPA FL H & R LAND TRUST #12349 4321 NORTH US HIGHWAY 301 FLORIDA REGION OFFICE FL H & R LAND TRUST #12349 109 BLUEGRASS COURT SARASOTA FL HUPP TRIPLE D IND., LLC #33552 4310 AIRPORT COMMERCE BLVD. TALLAHASSEE FL HUPP TRIPLE D IND., LLC #33507 11909 SOUTH ORANGE BLOSSOM TRAIL SOUTH ORLANDO FL CLARKSON FAMILY PARTNERSHIP #8846 3500 - A WEST KING STREET MERRITT ISLAND (COCOA) FL WUISMAN FAM LTD. PARTNERSHIP (# 17488) 500 AERO LANE SANFORD FL CLARKSON PROPERTIES, INC. #25002 5955 PHILLIPS HIGHWAY JACKSONVILLE FL PHILLIPS HIGHWAY PROPERTY #26348 3678 LIDDELL ROAD DORAVILLE GA JIM L. LITTLE, INC. #32277 5035 HWY. 85 SOUTH FOREST PARK GA SULLIVAN PROPERTIES #1486 4406 DARIEN HIGHWAY BRUNSWICK GA JULIE BLAKE #38953 4326 HURRICANE CREEK BLVD NASHVILLE TN KNOXVILLE INDUSTRIAL GROUP, LTD #5654 SUITE H 520 PIRKLE FERRY RD. SOUTHEAST REGION OFFICE GA MICHAEL F. SMITH #28834 SUITE H SUITE I 520 PIRKLE FERRY RD. SOUTHEAST REGION OFFICE GA MICHAEL F. SMITH #28834 SUITE I 1111 SHALLOWFORD ROAD MARIETTA GA JAMES A. RAPTIS #5136 1460 CHASE STREET ATHENS GA BRUCE RICHBOURG #7268 2325 TUBMAN HOME ROAD AUGUSTA GA RASI, LLC #26470 5340 HAWKINSVILLE ROAD MACON GA BRUCE RICHBOURG #7268 1808 SANDERSON ROAD KNOXVILLE TN KNOXVILLE INDUSTRIAL GROUP, LTD #5654 3000 A PINSON VALLEY PARKWAY BIRMINGHAM AL BAGGETT LEASING, INC. #36718 1 PROSPERITY DRIVE SAVANNAH GA AMERICAN SHREDDING PROPERTIES, LLC #37911 2470 I-65 SERVICE ROAD NORTH MOBILE AL MCALEER PROPERTIES, L.P. #39592 2951 ROWLAND ROAD RALEIGH NC LETC, INC. #29538 7430 PEPPERMILL PARKWAY CHARLESTON SC RE/MAX PROFESSIONAL REALTY #4191 4501 EQUIPMENT DRIVE CHARLOTTE NC BGCS PROPERTY ASSOCIATES LLC #35007 1936 HIGHWAY 101 SOUTH GREER SC BRUCE RICHBOURG #7268 2039 WEST DEKALB STREET, ATLANTIC REGION OFFICE SC LARRY DIBIASE #32646

8 NY 74829809v4 Address City State Vendor/Landlord UNIT D 3813 US HIGHWAY 421 NORTH WILMINGTON NC OLD NORTH STATE PROPERTIES, LLC #28081 1112 WOLF SWAMP ROAD JACKSONVILLE NC RWK LLC #34883 2323 SOUTH ALSTON AVENUE DURHAM NC BRUCE RICHBOURG #7268 2323 SOUTH ALSTON AVENUE DURHAM#2 NC REAL ESTATE ASSOCIATES INC #10397 140 PEPSI LANE FAYETTEVILLE NC BRUCE RICHBOURG #7268 1716 E. PALMETTO STREET FLORENCE SC ARTHUR J. & BARBARA M. DELLANO #24312 108 NORTH MONTAGUE DRIVE COLUMBIA SC BRUCE RICHBOURG #7268 5357 NC HWY 11 SOUTH GREENVILLE NC ARTHUR J. & BARBARA M. DELLANO #24312 4 COMMERCE PARKWAY FREDERICKSBURG VA VENTURE INVESTMENTS LLC #30395 5640 RABY ROAD NORFOLK VA ERNEST L. HUDSON #12694 600 INDUSTRIAL PARK DRIVE NEWPORT NEWS VA VENTURE INVESTMENTS LLC #30395 9030 BURGE AVENUE RICHMOND VA SPD ENTERPRISES LLC #34355 6382 BURNT POPLAR ROAD GREENSBORO NC EDWARD J. GREEN #18935 12101 TAC COURT MANASSASS VA MORAIS INVESTMENTS LLC 7601 JEFFERSON AVENUE WASHINGTON DC B & R PROPERTY MANAGEMENT, INC. #28792 101 NORTH LOOP WEST HOUSTON TX THE EISEMANN TRUST #28458 1248 E. INDUSTRIAL FT. WORTH TX ATOLL INVESTMENTS, LP #5815 210 NURSERY ROAD CENTRAL REGION OFFICE TX RONALD E DYKES #39480 12949 RESEARCH BLVD. AUSTIN TX RCH COMPANY #6775 1622 WEST 2ND STREET ODESSA TX E & N PROPERTIES LLC #38335 29740 SE LOOP 410 SAN ANTONIO TX DENNIS R. OLOTEO JR. #38204 390 SOUTH VAN AVENUE HOUMA LA BRS LEASING & FINANCING, LLC #12775 1407 GENERAL MOUTON LAFAYETTE LA BRS LEASING & FINANCING, LLC #12775 3718 HIGHWAY 14 NEW IBERIA LA BRS LEASING & FINANCING, LLC #12775 10300 AIRLINE HIGHWAY ST. ROSE LA LATINO MUFFLERS, INC. #29831 3836 INDUSTRIAL CIRCLE BOSSIER CITY LA M & O INVESTMENTS, INC. #36648 37010 HIGHWAY 30 BATON ROUGE LA BAROGON PROPERTIES #13075 3718 HIGHWAY 14 MAJOR REPAIR (LOC @ NEW IBERIA) LA BRS LEASING & FINANCING, LLC #12775 390 SOUTH VAN AVENUE GULF REGION OFFICE LA BRS LEASING & FINANCING, LLC #12775 1835 S. BLACK CANYON HIGHWAY PHOENIX AZ MCP INVESTMENTS, LLC #1956 3682 SOUTH VALLEY VIEW BLVD LAS VEGAS NV GARY AND CAROL VOSBURG #35219 9700 ALTON WAY DENVER CO ALTON RENTALS, INC. #38356 2819 W. RUTHRAUFF ROAD TUCSON AZ GEORGE H MUSEKAMP, III #6423 222 EAST VALLEY STREET SAN BERNARDINO CA HNK ASSOCIATES, LLC #25006 9580 WEST SAHARA AVENUE, #180E WESTERN REGION OFFICE NV THE PARK-215, LLC #34729 8401 EAST ILIFF AVENUE DENVER CENTRAL CO SCOTT & ELLEN HAMBURG #11717 1354 N. RED GUM AVENUE ANAHEIM CA ERDTSIECK FAMILY LIMITED PARTNERSHIP #5217 12410 MEAD WAY DENVER SOUTH CO SCOTT & ELLEN HAMBURG #11717 955 MISSION AVENUE ESCONDIDO CA DORIS LYMAN #6778 957 WEST MISSION AVENUE ESCONDIDO (#2) CA MARK D. KLAMMER #11074 621 L. STREET SAN DIEGO (CHULA VISTA) CA SANDRA BATES #16207

9 NY 74829809v4 Address City State Vendor/Landlord 8700 FRUITRIDGE ROAD SACRAMENTO CA GEORGE M. PHILPOTT, JR #8113 8455 SIERRA COLLEGE BLVD. ROSEVILLE CA McKINNEY & SONS #30853 Owned Real Property (All Owned by Neff Rental LLC) Address City State Owned 128 21ST STREET S TEXAS CITY TX OWNED PROPERTY Subleased Real Property (Neff Rental LLC as Sublessor) Address City State Sublessee 12949 RESEARCH BLVD. AUSTIN TX RIVER CITY MANUFACTURING COMPANY

10 NY 74829809v4 Schedule 5.13 Environmental Matters None.

11 NY 74829809v4 Schedule 5.16 Bank Accounts, Securities Accounts; Other Accounts Name of Entity Holding Account Bank/Institution Account Address 1 City State Zip Code Phone Number Description Neff Rental LLC Bank of America 41321 1000 West Temple Street Los Angeles CA 90012 1-888-400-9009 Lockbox - Los Angeles Neff Rental LLC Bank of America 405138 6000 Feldwood Road College Park GA 30349 1-888-400-9009 Lockbox - Atlanta Neff Rental LLC Bank of America 3359325019 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Payroll - Disbursement Account Neff Rental LLC Bank of America 3359325027 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 A/P - Disbursement Account Neff Rental LLC Bank of America 4426828095 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Master Operating Neff Rental LLC Bank of America 4426828105 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Cash Drawer SRV - Blocked Neff Rental LLC Bank of America 4426828118 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Lockbox Depository - Blocked Neff Rental LLC Bank of America 4426828121 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Purchase Card Neff Rental LLC Bank of America 4426828134 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 A/P Neff Rental LLC Bank of America 4426828147 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Payroll Neff Rental LLC Bank of America 4426841030 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 FSA - Flexible Spending Neff Rental LLC Bank of America 4426841043 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Petty Cash - CTR Neff Rental LLC Bank of America 4426841056 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Petty Cash - WER Neff Rental LLC Bank of America 4427095607 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Petty Cash - SER Neff Rental LLC Bank of America 4427095610 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Petty Cash - ATR Neff LLC Bank of America 4427095636 600 Peachtree Street NE Atlanta GA 30308 1-888-400-9009 Neff LLC, Master Operating

12 NY 74829809v4 Schedule 5.18 Insurance Policy Description Insurance Company Policy Number Policy Period Coverage Deductible Premium Property Insurance: Provides coverage for real and personal property, contractors' equipment, equipment breakdown, business interruption, and extra expense. Alterra America Ins Co $10M limit; Indian Harbor Ins. $15M xs $10M Travelers Boiler & Machinery MAXA6IM0049081 Indian Harbor - TBD BAJ-BME1- 659M6029-TIL-13 3/1/2013 to 3/1/2014 3/1/2013 to 3/1/2014 3/1/2013 to 3/1/2014 $10,000,000 Limit for Real, Personal Physical Damage & Business Income Excess $15,000,000 Loss Limit for Contr. Equipt. (Total $25M for Contr Equipt) $10,000,000 Earthquake Aggregate $10,000,000 Flood Aggregate $500,000 Waterborne Equipment, any one vessel $250,000 Per Item/ $2,500,000 Per Occurrence Leased Rental Equipment from Others Boiler & Machinery Total Limit: $25M Sublimits: $250,000 Ammonia Contamination $250,000 Hazardous Substances $250,000 Water Damage $50,000 except $10,000 Transit Earthquake: $50,000; Flood: 3% of the total values at each location, subject to $50,000 minimum/$250,000 maximum any one occurrence Windstorm/Hail: $50,000 except TIER I locations - 3% of the total values at each location, subject to a minimum of $250,000/$750,000 maximum Waterborne Equipment: $100,000 Business Income/Extra Expense/Contingent BI: 48 Hr Waiting Period. $382,527 + $11,474 TRIA Prem. + $9,938 S/C's =$403,939 $51,156 Excl. TRIA Prem. + S/C's-TBD Boiler: $7,498 Prem. + $25 S/C (12 Month Policy) Grand Total:TBD Commercial General Liability: Covers liability for claims of other parties by reason of bodily injury, property damage, etc. Liberty Mutual Fire Ins. Company EB2-631-509976-023 3/1/2013 to 3/1/2014 $2,000,000 General Aggregate $2,000,000 Products - Completed Operations Aggregate $1,000,000 Personal & Advertising Injury Limit $1,000,000 Bodily Injury & Property Damage, Ea Occ N/A Damages to premises rented to you $250,000 SIR $161,812 Premium $4,084 Assessments & Surcharges Automobile Liability Coverage: Covers liability for claims of other parties by reason of bodily injury, property damage, etc. Liberty Mutual Fire Ins. Company AS2-631-509976-033 3/1/2013 to 3/1/2014 $2,000,000 Combined Single Limit, Liability; Personal Injury Protection- Statutory/Minimum; Uninsured/Underinsured Motorists- Statutory/Minimum $100,000 Deductible Each Occurrence for Liability No Physical Damage Coverage $680,588 Premium $53,328 Est. Claim Handling Costs

13 NY 74829809v4 Worker's Compensation (All States except those in a state fund): Provides statutory coverage and employer's liability. EL is provided for states with monopolistic funds. Liberty Insurance Corporation WA7-63D-509976- 013 3/1/2013 to 3/1/2014 $1,000,000 BI by Accident Each Accident $1,000,000 BI by Disease Each Employee $1,000,000 BI by Disease Policy Limit $250,000 DED $472,805 Premium $11,898 TRIA $33,160 Assessments & Surcharges $45,521 Est. Claims Handling Costs Umbrella Policy: Provides coverage excess of that provided by the following policies: Commercial Gen. Liability, Automobile Liab., Employers' Liability, Employee Benefits Liab. Commerce & Industry (Chartis) BE 011912852 3/1/2013 to 3/1/2014 $25,000,000 Each Occurrence $25,000,000 General Aggregate in accordance with Section IV Limits $25,000,000 Products/Completed Operations Aggregate in accordance with Section IV. Limits $250,000 Crisis Response Limit of Insurance $50,000 Excess Casualty Crisis Fund Limit of Insurance $10,000 SIR $643,564 Premium $6,436 TRIA $650,000 Total Premium $8,450 Surcharges Crime Houston Casualty Company (HCC) 64-MG-13-A11463 3/1/2013 to 3/1/2014 $1,000,000 $10,000 $2,958 premium plus Surplus Lines Taxes TBD Directors & Officers Liability including Employment Practices Liability and Fiduciary Liability U.S. Specialty Insurance Co.(HCC) 14-MGU-13-A28753 3/1/2013 to 3/1/2014 $10,000,000 inclusive of defense expenses $5,000,000 Separate Limit for Fiduciary Liability $0 Insuring Agreement (A), per Insured Person: Nonindemnifiable Loss $75,000 Insuring Agreement (A), Indemnifiable Loss $75,000 Insuring Agreement (B) $0 Deductible for Fiduciary Liability $49,724 Premium $646.41 Surcharges applicable to all coverages Excess D&O Starr Indemnity & Liability Company SISIXFL21039013 3/1/2013 to 3/1/2014 $10,000,000 excess of $10,000,000 $0 $20,884 Premium $271.49 Surcharge $21,155.49 Total Environmental - Commercial Pollution Legal Liability Chartis Specialty Insurance Co. PLC14490207 12/19/2011- 12/19/2014 $3,000,000 Each Incident $3,000,000 Policy Aggregate $25,000 Deductible, Each Incident $112,783 (3 Year Pre-Paid) Environmental - Florida Storage Tanks Commerce & Industry (Chartis) through Program Managers 11943971 12/19/2012- 12/19/2013 $1,000,000 Each Incident $1,000,000 Policy Aggregate $5,000 Deductible Each Incident $1,320.00 $11 TRIA premium $27.96 Florida Surcharge $1,358.96 Total Premium & Surcharges Flood - Pompano Beach, FL Hartford Insurance Co of the Midwest 99043721982012 2/27/2012-2/27/2013 $500,000 Building $152,800 Contents $1,000 DED - Building $1,000 DED - Contents $4,877 Flood - St. Rose, LA. American Bankers Insurance Co of FL AB00137830 4/30/2012-4/30/2013 $500,000 Building Limit $189,300 Contents $1,000 DED - Building $1,000 DED - Contents $2,961 Flood - Fort Myers, FL American Bankers Insurance Co of FL AB00044586 11/8/2012-11/8/2013 $500,000 Building Limit $149,800 Contents Limit $1,000 DED - Building $1,000 DED - Contents $875

EX-10.10

Exhibit 10.10

NEFF CORPORATION
 2014 INCENTIVE AWARD PLAN

ARTICLE 1.

PURPOSE

The purpose of the Neff Corporation 2014 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Neff Corporation (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1              “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 13. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 13.6, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2              “Affiliate” shall mean (a) any Subsidiary, (b) any Parent, and (c) any domestic eligible entity that is disregarded, under Treasury Regulation Section 301.7701-3, as an entity separate from either (i) the Company, (ii) any Subsidiary or (iii) any Parent.

2.3              “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.4              “Applicable Law” shall mean any applicable law, including without limitation: (i) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (ii) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (iii) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

2.5              “Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award, a Dividend Equivalents award, a Deferred Stock award, a Deferred Stock Unit award, a Stock Payment award or a Stock Appreciation Right, which may be awarded or granted under the Plan (collectively, “Awards”).

2.6              “Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.

2.7              “Award Limit” shall mean with respect to Awards that shall be payable in Shares or in cash, as the case may be, the respective limit set forth in Section 3.3.

2.8              “Board” shall mean the Board of Directors of the Company.

2.9              “Change in Control” shall mean and includes each of the following:

(a)           A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than Wayzata and its respective affiliates, the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b)           During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 2.10(a) or 2.10(c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)           The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)            which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or

substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, or Wayzata and any of its respective affiliates beneficially owning, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)           after which no person or group, including Wayzata, beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.10(c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

(d)           The consummation of a liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.

The Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

2.10            “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder.

2.11            “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee of the Board, appointed as provided in Section 13.1.

2.12            “Common Stock” shall mean the Class A common stock of the Company, par value $0.01 per share.

2.13            “Company” shall have the meaning set forth in Article 1.

2.14            “Consultant” shall mean any consultant or adviser engaged to provide services to the Company or any Affiliate that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.

2.15            “Covered Employee” shall mean any Employee who is, or could be, a “covered employee” within the meaning of Section 162(m) of the Code.

2.16            “Deferred Stock” shall mean a right to receive Shares awarded under Section 10.4.

2.17            “Deferred Stock Unit” shall mean a right to receive Shares awarded under Section 10.5.

2.18            “Director” shall mean a member of the Board, as constituted from time to time.

2.19            “Director Limit” shall have the meaning set forth in Section 4.6.

2.20            “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 10.2.

2.21            “DRO” shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.

2.22            “Effective Date” shall mean [        ], 2014.

2.23            “Eligible Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Committee.

2.24            “Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations thereunder) of the Company or of any Affiliate.

2.25            “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

2.26            “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.27            “Expiration Date” shall have the meaning given to such term in Section 14.1.

2.28            “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows:

(a)           If the Common Stock is listed on any (i) established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) national market system or (iii) automated quotation system on which the Shares are listed, quoted or traded, its Fair Market Value shall be the closing sales price for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for

which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b)           If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c)           If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Board in good faith.

Notwithstanding the foregoing, with respect to any Award granted after the effectiveness of the Company’s registration statement relating to its initial public offering and on or prior to the Public Trading Date, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.

2.29            “Greater Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).

2.30            “Holder” shall mean a person who has been granted an Award.

2.31            “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

2.32            “Non-Employee Director” shall mean a Director of the Company who is not an Employee.

2.33            “Non-Employee Director Equity Compensation Policy” shall have the meaning set forth in Section 4.6.

2.34            “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option.

2.35            “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options.

2.36            “Option Term” shall have the meaning set forth in Section 6.4.

2.37            “Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.38            “Performance Award” shall mean a cash bonus award, stock bonus award, performance award or incentive award that is paid in cash, Shares or a combination of both, awarded under Section 10.1.

2.39            “Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based compensation” as described in Section 162(m)(4)(C) of the Code.

2.40            “Performance Criteria” shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:

(a)           The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) revenue growth or product revenue growth; (iv) net income (either before or after taxes); (v) adjusted net income; (vi) operating earnings or profit (either before or after taxes); (vii) cash flow (including, but not limited to, operating cash flow and free cash flow); (viii) return on assets or net assets; (ix) return on capital (or invested capital) and cost of capital; (x) return on stockholders’ equity; (xi) total stockholder return; (xii) return on sales; (xiii) gross or net profit or operating margin; (xiv) costs, reductions in costs and cost control measures; (xv) funds from operations or funds available for distributions; (xvi) expenses; (xvii) working capital; (xviii) earnings or loss per share; (xix) adjusted earnings per share; (xx) price per share of and dividends with respect to Common Stock or appreciation in and/or maintenance of such price or dividends; (xxi) economic value added models or similar metrics; (xxii) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xxiii) implementation or completion of critical projects or processes; (xxiv) sales, unit volume or market share; (xxv) licensing revenue; (xxvi) brand recognition/acceptance, (xxvii) inventory turns or cycle time, (xxviii) strategic initiatives (including, without limitation, with respect to market penetration and spending efficiency, geographic business expansion, manufacturing, commercialization, production and productivity, customer satisfaction and growth, employee satisfaction, recruitment and maintenance of personnel, human resources management, supervision of litigation and other legal matters, information technology, strategic partnerships and transactions (including acquisitions, dispositions, joint ventures, in-licensing and out-licensing of intellectual property, and establishment of relationships with commercial entities with respect to the marketing, distribution and sale of Company products, and factoring transactions, research and development and related activity, financial or other capital raising transactions, operating efficiency, and asset quality); (xxix) financial ratios (including, without limitation, those measuring liquidity, activity, profitability or leverage); and (xxx) lease placement of rental equipment, any of which may be measured either in absolute terms or as

compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

(b)           The Administrator, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in Applicable Law, accounting principles or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

2.41            “Performance Goals” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of an Affiliate, division, business unit, or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable, with reference to Applicable Accounting Standards.

2.42            “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holder’s right to, and the payment of, an Award.

2.43            “Performance Stock Unit” shall mean a Performance Award awarded under Section 10.1 which is denominated in units of value including dollar value of Shares.

2.44            “Permitted Transferee” shall mean, with respect to a Holder, any “family member” of the Holder, as defined in the instructions to Form S-8 under the Securities Act, after taking into account Applicable Law.

2.45            “Plan” shall have the meaning set forth in Article 1.

2.46            “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.

2.47            “Public Trading Date” shall mean the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

2.48            “Restricted Stock” shall mean Common Stock awarded under Article 8 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase.

2.49            “Restricted Stock Units” shall mean the right to receive Shares, cash or a combination of Shares and cash as awarded under Article 9.

2.50            “Securities Act” shall mean the Securities Act of 1933, as amended.

2.51            “Share Limit” shall have the meaning set forth in Section 3.1(a).

2.52            “Shares” shall mean shares of Common Stock.

2.53            “Stock Appreciation Right” shall mean a stock appreciation right granted under Article 11.

2.54            “Stock Appreciation Right Term” shall have the meaning set forth in Section 11.4.

2.55            “Stock Payment” shall mean (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 10.3.

2.56            “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.57            “Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

2.58            “Termination of Service” shall mean:

(a)           As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or an Affiliate is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Affiliate.

(b)           As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Affiliate.

(c)           As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Affiliate is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Affiliate.

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of the Program, the Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then-applicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Affiliate employing or contracting with such Holder ceases to remain an Affiliate following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

2.59            “Wayzata” shall mean Wayzata Investment Partners LLC, a Delaware limited liability company, or any funds managed byWayzata Investment Partners LLC.

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1          Number of Shares.

(a)           Subject to Sections 3.1(b) and 14.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards (including without limitation, Incentive Stock Options) under the Plan is [                        ] (the “Share Limit”).  Notwithstanding the foregoing,

to the extent permitted under applicable law and applicable stock exchange rules, Awards that provide for the delivery of Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards provide for the forfeiture or cash settlement of such Awards to the extent that insufficient Shares remain under the Share Limit at the time that Shares would otherwise be issued in respect of such Award.

(b)           If any Shares subject to an Award are forfeited or expire or such Award is settled in cash (in whole or in part), the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of Awards under the Plan. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 3.1(a) and shall not be available for future grants of Awards: (i) Shares tendered by a Holder or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an Option or Stock Appreciation Right; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options. Any Shares repurchased by the Company under Section 8.4 at the same price paid by the Holder so that such Shares are returned to the Company shall again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

(c)           Substitute Awards shall not reduce the Shares authorized for grant under the Plan. Additionally, in the event that a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available Shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Affiliates immediately prior to such acquisition or combination.

3.2              Stock Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.

3.3              Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Section 14.2, the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be [            ] and the maximum aggregate amount that may be paid

in cash to any one person during any calendar year with respect to one or more Awards payable in cash shall be $5,000,000; provided, however, that the foregoing limitations shall not apply prior to the Public Trading Date and, following the Public Trading Date, the foregoing limitations shall not apply until the earliest of: (a) the first material modification of the Plan (including any increase in the Share Limit); (b) the issuance of all of the Shares reserved for issuance under the Plan; (c) the expiration of the Plan; (d) the first meeting of stockholders at which members of the Board are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security of the Company under Section 12 of the Exchange Act; or (e) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. To the extent required by Section 162(m) of the Code, Shares subject to Awards which are canceled shall continue to be counted against the Award Limit.

ARTICLE 4.

GRANTING OF AWARDS

4.1              Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except as provided in Section 4.6 regarding the grant of Awards pursuant to the Non-Employee Director Equity Compensation Policy, no Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

4.2              Award Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award, which may include the term of the Award, the provisions applicable in the event of the Holder’s Termination of Service, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award. Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

4.3              Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

4.4              At-Will Employment; Voluntary Participation. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Affiliate, or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby

expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Affiliate. Participation by each Holder in the Plan shall be voluntary and nothing in the Plan shall be construed as mandating that any Eligible Individual shall participate in the Plan.

4.5              Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries other than the United States in which the Company and its Affiliates operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the Share Limit, the Award Limit or the Director Limit; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.

4.6              Non-Employee Director Awards. The Administrator, in its sole discretion, may provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee Director Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation Policy may be modified by the Administrator from time to time in its sole discretion.  Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director Equity Compensation Policy, the maximum aggregate grant date fair value of Awards granted to a Non-Employee Director during any calendar year shall be $500,000 (the “Director Limit”).

4.7              Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

ARTICLE 5.

PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION

5.1              Purpose. The Committee, in its sole discretion, may determine at the time an Award is granted or at any time thereafter whether such Award is intended to qualify as Performance-Based Compensation. If the Committee, in its sole discretion, decides to grant such an Award to an Eligible Individual that is intended to qualify as Performance-Based Compensation (other than an Option or Stock Appreciation Right), then the provisions of this Article 5 shall control over any contrary provision contained in the Plan. The Administrator, in its sole discretion, may grant Awards to other Eligible Individuals that are based on Performance Criteria or Performance Goals or any such other criteria and goals as the Administrator shall establish, but that do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation. Unless otherwise specified by the Committee at the time of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of Applicable Accounting Standards.

5.2              Applicability. The grant of an Award to an Eligible Individual for a particular Performance Period shall not require the grant of an Award to such Eligible Individual in any subsequent Performance Period and the grant of an Award to any one Eligible Individual shall not require the grant of an Award to any other Eligible Individual in such period or in any other period.

5.3              Types of Awards. Notwithstanding anything in the Plan to the contrary, the Committee may grant any Award to an Eligible Individual intended to qualify as Performance-Based Compensation, including, without limitation, Restricted Stock the restrictions with respect to which lapse upon the attainment of specified Performance Goals, Restricted Stock Units that vest and become payable upon the attainment of specified Performance Goals and any Performance Awards described in Article 10 that vest or become exercisable or payable upon the attainment of one or more specified Performance Goals.

5.4              Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted to one or more Eligible Individuals which is intended to qualify as Performance-Based Compensation, no later than 90 days following the commencement of any Performance Period or any designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Committee shall, in writing, (a) designate one or more Eligible Individuals, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether and the extent to which the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned under

such Awards, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant, including the assessment of individual or corporate performance for the Performance Period.

5.5              Payment of Performance-Based Awards. Unless otherwise provided in the applicable Program or Award Agreement and only to the extent otherwise permitted by Section 162(m) of the Code, as to an Award that is intended to qualify as Performance-Based Compensation, the Holder must be employed by the Company or an Affiliate throughout the Performance Period. Unless otherwise provided in the applicable Performance Goals, Program or Award Agreement, a Holder shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance Goals for such period are achieved.

5.6              Additional Limitations. Notwithstanding any other provision of the Plan and except as otherwise determined by the Administrator, any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder that are requirements for qualification as Performance-Based Compensation, and the Plan and the applicable Program and Award Agreement shall be deemed amended to the extent necessary to conform to such requirements.

ARTICLE 6.

GRANTING OF OPTIONS

6.1              Granting of Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.

6.2              Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any “subsidiary corporation” (as defined in Section 424(f) of the Code) of the Company. No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Holder, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent or subsidiary corporation thereof (each as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the Fair Market Value of stock shall be determined as of the time the respective options were granted.

6.3              Option Exercise Price. The exercise price per Share subject to each Option shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).

6.4              Option Term. The term of each Option (the “Option Term”) shall be set by the Administrator in its sole discretion; provided, however, that the Option Term shall not be more than ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Holder has the right to exercise the vested Options, which time period may not extend beyond the last day of the Option Term. Except as limited by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder or the first sentence of this Section 6.4, the Administrator may extend the Option Term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Holder, and may amend, subject to Section 14.1, any other term or condition of such Option relating to such a Termination of Service.

6.5              Option Vesting.

(a)           The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the Administrator, and, except as limited by the Plan, at any time after the grant of an Option, the Administrator, in its sole discretion and subject to whatever terms and conditions it selects, may accelerate the period during which an Option vests.

(b)           No portion of an Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the applicable Program, the Award Agreement evidencing the grant of an Option, or by action of the Administrator following the grant of the Option. Unless otherwise determined by the Administrator in the Award Agreement or by action of the Administrator following the grant of the Option, the portion of an Option that is unexercisable at a Holder’s Termination of Service shall automatically expire thirty (30) days following such Termination of Service.

6.6              Substitute Awards. Notwithstanding the foregoing provisions of this Article 6 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the Shares subject to such Option may be less than the Fair Market Value per share on the date of grant; provided that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time

immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

6.7              Substitution of Stock Appreciation Rights.  The Administrator may provide in the applicable Program or the Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided that such Stock Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price, vesting schedule and remaining Option Term as the substituted Option.

ARTICLE 7.

EXERCISE OF OPTIONS

7.1              Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of Shares.

7.2              Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, the stock administrator of the Company or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(a)           A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;

(b)           Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law. The Administrator, in its sole discretion, may also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c)           In the event that the Option shall be exercised pursuant to Section 12.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and

(d)           Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 12.1 and 12.2.

7.3              Notification Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any disposition of Shares acquired by exercise of an Incentive

Stock Option which occurs within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the transfer of such Shares to such Holder.

ARTICLE 8.

AWARD OF RESTRICTED STOCK

8.1          Award of Restricted Stock.

(a)           The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

(b)           The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value, if any, of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock.

8.2              Rights as Stockholders. Subject to Section 8.4, upon issuance of Restricted Stock, the Holder shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions in the applicable Program or in each individual Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares shall be subject to the restrictions set forth in Section 8.3. In addition, with respect to a share of Restricted Stock with performance-based vesting, dividends which are paid prior to vesting shall only be paid out to the Holder to the extent that the performance-based vesting conditions are subsequently satisfied and the share of Restricted Stock vests.

8.3              Restrictions. All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of the applicable Program or in each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship or consultancy with the Company, the Performance Criteria, Company performance, individual performance or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of the applicable

Program or Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.

8.4              Repurchase or Forfeiture of Restricted Stock. Except as otherwise determined by the Administrator at the time of the grant of the Award or thereafter, if no price was paid by the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Stock or such other amount as may be specified in the applicable Program or Award Agreement. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide that upon certain events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if applicable, the Company shall not have a right of repurchase.

8.5              Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock shall include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. The Company, in its sole discretion, may (a) retain physical possession of any stock certificate evidencing shares of Restricted Stock until the restrictions thereon shall have lapsed and/or (b) require that the stock certificates evidencing shares of Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver a stock power, endorsed in blank, relating to such Restricted Stock.

8.6              Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service.

ARTICLE 9.

AWARD OF RESTRICTED STOCK UNITS

9.1              Grant of Restricted Stock Units. The Administrator is authorized to grant Awards of Restricted Stock Units to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.

9.2              Term. Except as otherwise provided herein, the term of a Restricted Stock Unit award shall be set by the Administrator in its sole discretion.

9.3              Purchase Price. The Administrator shall specify the purchase price, if any, to be paid by the Holder to the Company with respect to any Restricted Stock Unit award; provided, however, that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.

9.4              Vesting of Restricted Stock Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Affiliate, one or more Performance Criteria, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator.

9.5              Maturity and Payment. At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, set forth in any applicable Award Agreement, and subject to compliance with Section 409A of the Code, in no event shall the maturity date relating to each Restricted Stock Unit occur following the later of (a) the 15th day of the third month following the end of calendar year in which the applicable portion of the Restricted Stock Unit vests; or (b) the 15th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Stock Unit vests. On the maturity date, the Company shall, subject to Section 12.4(e), transfer to the Holder one unrestricted, fully transferable Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and Common Stock as determined by the Administrator.

9.6              Payment upon Termination of Service. An Award of Restricted Stock Units shall only be payable while the Holder is an Employee, a Consultant or a member of the Board, as applicable; provided, however, that the Administrator, in its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Stock Unit award may be paid subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service.

9.7              No Rights as a Stockholder. Unless otherwise determined by the Administrator, a Holder of Restricted Stock Units shall possess no incidents of ownership with respect to the Shares represented by such Restricted Stock Units, unless and until such Shares are transferred to the Holder pursuant to the terms of this Plan and the applicable Award Agreement.

9.8              Dividend Equivalents.  Subject to Section 10.2, the Administrator, in its sole discretion, may provide that Dividend Equivalents shall be earned by a Holder of Restricted Stock Units based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date an Award of Restricted Stock Units is granted to a Holder and the maturity date of such Award.

ARTICLE 10.

AWARD OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, STOCK PAYMENTS, DEFERRED STOCK, DEFERRED STOCK UNITS

10.1            Performance Awards.

(a)           The Administrator is authorized to grant Performance Awards, including Awards of Performance Stock Units, to any Eligible Individual and to determine whether such Performance Awards shall be Performance-Based Compensation. The value of Performance Awards, including Performance Stock Units, may be linked to any one or more of the Performance Criteria or other specific criteria determined by the Administrator, in each case on a specified date or dates or over any period or periods and in such amounts as may be determined by the Administrator. Performance Awards, including Performance Stock Unit awards may be paid in cash, Shares, or a combination of cash and Shares, as determined by the Administrator.

(b)           Without limiting Section 10.1(a), the Administrator may grant Performance Awards to any Eligible Individual in the form of a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Any such bonuses paid to a Holder which are intended to be Performance-Based Compensation shall be based upon objectively determinable bonus formulas established in accordance with the provisions of Article 5.

10.2            Dividend Equivalents.

(a)           Dividend Equivalents may be granted by the Administrator based on dividends declared on the Common Stock, to be credited as of dividend payment dates with respect to dividends with record dates that occur during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such restrictions and limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Holder to the extent that the performance-based vesting conditions are subsequently satisfied and the Award vests.

(b)           Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.

10.3            Stock Payments. The Administrator is authorized to make Stock Payments to any Eligible Individual. The number or value of Shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria or any other specific criteria, including service to the Company or any Affiliate, determined by the Administrator. Shares underlying a Stock Payment which is subject to a vesting schedule or other conditions or criteria set by the Administrator shall not be issued until those conditions have been satisfied. Unless otherwise provided by the Administrator, a Holder of a Stock Payment shall have no rights as a Company stockholder with respect to such Stock Payment until

such time as the Stock Payment has vested and the Shares underlying the Award have been issued to the Holder. Stock Payments may, but are not required to, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.

10.4            Deferred Stock. The Administrator is authorized to grant Deferred Stock to any Eligible Individual. The number of shares of Deferred Stock shall be determined by the Administrator and may (but is not required to) be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Shares underlying a Deferred Stock award which is subject to a vesting schedule or other conditions or criteria set by the Administrator shall be issued on the vesting date(s) or date(s) that those conditions and criteria have been satisfied, as applicable. Unless otherwise provided by the Administrator, a Holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Shares underlying the Award have been issued to the Holder.

10.5            Deferred Stock Units. The Administrator is authorized to grant Deferred Stock Units to any Eligible Individual. The number of Deferred Stock Units shall be determined by the Administrator and may (but is not required to) be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Each Deferred Stock Unit shall entitle the Holder thereof to receive one Share on the date the Deferred Stock Unit becomes vested or upon a specified settlement date thereafter (which settlement date may (but is not required to) be the date of the Holder’s Termination of Service). Shares underlying a Deferred Stock Unit award which is subject to a vesting schedule or other conditions or criteria set by the Administrator shall not be issued until on or following the date that those conditions and criteria have been satisfied. Unless otherwise provided by the Administrator, a Holder of Deferred Stock Units shall have no rights as a Company stockholder with respect to such Deferred Stock Units until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Shares underlying the Award have been issued to the Holder.

10.6            Term. The term of a Performance Award, Dividend Equivalent award, Stock Payment award, Deferred Stock award and/or Deferred Stock Unit award shall be established by the Administrator in its sole discretion.

10.7            Purchase Price. The Administrator may establish the purchase price of a Performance Award, Shares distributed as a Stock Payment award, shares of Deferred Stock or Shares distributed pursuant to a Deferred Stock Unit award; provided, however, that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.

10.8            Termination of Service. A Performance Award, Stock Payment award, Dividend Equivalent award, Deferred Stock award and/or Deferred Stock Unit award is distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion, may provide that the Performance Award,

Dividend Equivalent award, Stock Payment award, Deferred Stock award and/or Deferred Stock Unit award may be distributed subsequent to the Holder’s Termination of Service subject to terms and conditions determined by the Administrator.

ARTICLE 11.

AWARD OF STOCK APPRECIATION RIGHTS

11.1            Grant of Stock Appreciation Rights.

(a)           The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.

(b)           A Stock Appreciation Right shall entitle the Holder (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in (c) below, the exercise price per Share subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value on the date the Stock Appreciation Right is granted.

(c)           Notwithstanding the foregoing provisions of Section 11.1(b) to the contrary, in the case of a Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Stock Appreciation Right may be less than 100% of the Fair Market Value per share on the date of grant; provided that the excess of: (i) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (ii) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

11.2            Stock Appreciation Right Vesting.

(a)           The period during which the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Holder shall be set by the Administrator and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the Administrator. Except as limited by the Plan, at any time after grant of a Stock Appreciation Right, the Administrator, in its sole discretion and subject to whatever terms and conditions it selects, may accelerate the period during which a Stock Appreciation Right vests.

(b)           No portion of a Stock Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator in the applicable Program, the Award Agreement evidencing the grant of a Stock Appreciation Right, or by action of the Administrator following the grant of the Stock Appreciation Right.

11.3            Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, the stock administrator of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(a)           A written or electronic notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Stock Appreciation Right or such portion of the Stock Appreciation Right;

(b)           Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law. The Administrator, in its sole discretion, may also take whatever additional actions it deems appropriate to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c)           In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 11.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right, as determined in the sole discretion of the Administrator; and

(d)           Full payment of the applicable withholding taxes to the stock administrator of the Company for the Shares with respect to which the Stock Appreciation Right, or portion thereof, is exercised, in a manner permitted by Sections 12.1 and 12.2.

11.4            Stock Appreciation Right Term. The term of each Stock Appreciation Right (the “Stock Appreciation Right Term”) shall be set by the Administrator in its sole discretion; provided, however, that the Stock Appreciation Right Term shall not be more than ten (10) years from the date the Stock Appreciation Right is granted. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Holder has the right to exercise the vested Stock Appreciation Rights, which time period may not extend beyond the last day of the Stock Appreciation Right Term applicable to such Stock Appreciation Right. Except as limited by the requirements of Section 409A of the Code and regulations and rulings thereunder or the first sentence of this Section 11.4, the Administrator may extend the Stock Appreciation Right Term of any outstanding Stock Appreciation Right, and may extend the time period during which vested Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder, and may amend, subject to Section 14.1, any other term or condition of such Stock Appreciation Right relating to such a Termination of Service.

11.5            Payment. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 11 shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

ARTICLE 12.

ADDITIONAL TERMS OF AWARDS

12.1            Payment. The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator in its sole discretion. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

12.2            Tax Withholding. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan. The Administrator, in its sole discretion and in satisfaction of the foregoing requirement, may withhold, or allow a Holder to elect to have the Company withhold, Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

12.3            Transferability of Awards.

(a)           Except as otherwise provided in Sections 12.3(b) and 12.3(c):

(i)            No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;

(ii)           No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or the Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by Section 12.3(a)(i); and

(iii)          During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to such Holder under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will or under the then-applicable laws of descent and distribution.

(b)           Notwithstanding Section 12.3(a), the Administrator, in its sole discretion, may determine to permit a Holder to transfer an Award other than an Incentive Stock Option to any one or more Permitted Transferees, subject to the following terms and conditions(1): (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution or pursuant to a DRO; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award); and (iii) the Holder and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Law and (C) evidence the transfer.

(c)           Notwithstanding Section 12.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Holder, except to the extent the Plan, the Program and the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the

(1)May also consider adding the following provision to this list: “any transfer of an Award to a Permitted Transferee shall be without consideration, except as required by Applicable Law;”

Holder is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time; provided that the change or revocation is filed with the Administrator prior to the Holder’s death.

12.4            Conditions to Issuance of Shares.

(a)           Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance of such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or the Committee may require that a Holder make such reasonable covenants, agreements and representations as the Board or the Committee, in its sole discretion, deems advisable in order to comply with Applicable Law.

(b)           All share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any share certificate or book entry to reference restrictions applicable to the Shares.

(c)           The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d)           No fractional Shares shall be issued and the Administrator, in its sole discretion, shall determine whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.

(e)           Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

12.5            Forfeiture and Claw-Back Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in an Award Agreement or otherwise, or to require a Holder to agree by separate written or electronic instrument, that:

(a)           (i) Any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, shall be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (y) the Holder at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (z) the Holder incurs a Termination of Service for “cause” (as such term is defined in the sole discretion of the Administrator, or as set forth in the Award Agreement relating to such Award); and

(b)           All Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.

12.6            Prohibition on Repricing. Subject to Section 14.2, the Administrator shall not, without the approval of the stockholders of the Company, (i) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or (ii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 14.2, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding Award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award. Furthermore, for purposes of this Section 12.6, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights without the approval of the stockholders of the Company.

ARTICLE 13.

ADMINISTRATION

13.1            Administrator. The Compensation Committee (or another committee or a subcommittee of the Board or the Compensation Committee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted

herein). To the extent necessary to comply with Rule 16b-3 of the Exchange Act, and with respect to Awards that are intended to be Performance-Based Compensation, including Options and Stock Appreciation Rights, the Compensation Committee (or another committee or subcommittee of the Board or the Compensation Committee of the Board assuming the functions of the Committee under the Plan) shall take all action with respect to such Awards, and the individuals taking such action shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule and an “outside director” for purposes of Section 162(m) of the Code. Additionally, to the extent required by Applicable Law, each of the individuals constituting the Compensation Committee (or another committee or subcommittee of the Board or the Compensation Committee of the Board assuming the functions of the Committee under the Plan) shall be an “independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 13.1 or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the terms “Administrator” and “Committee” as used in the Plan shall be deemed to refer to the Board and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 13.6.

13.2            Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, the Program and the Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement; provided that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 14.10. Any such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.

13.3            Action by the Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved

in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

13.4            Authority of Administrator. Subject to the Company’s Bylaws, the Committee’s Charter and any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to:

(a)           Designate Eligible Individuals to receive Awards;

(b)           Determine the type or types of Awards to be granted to each Eligible Individual;

(c)           Determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(d)           Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase price, any Performance Criteria, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;

(e)           Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f)            Prescribe the form of each Award Agreement, which need not be identical for each Holder;

(g)           Decide all other matters that must be determined in connection with an Award;

(h)           Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(i)            Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;

(j)            Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan; and

(k)           Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to whatever terms and conditions it selects and Section 14.2.

13.5            Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive on all parties.

13.6            Delegation of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 13; provided, however, that in no event shall an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and other Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 13.6 shall serve in such capacity at the pleasure of the Board and the Committee.

ARTICLE 14.

MISCELLANEOUS PROVISIONS

14.1            Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 14.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 14.2, (a) increase the Share Limit, (b) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan or take any action prohibited under Section 12.6, or (c) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Except as provided in Section 14.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event may any Award be granted under the Plan after the tenth (10th) anniversary of the Effective Date (the “Expiration Date”). Any Awards that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

14.2            Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.

(a)           In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares of the Company’s stock or the share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the Share Limit and Award Limit); (ii) the number and kind of Shares (or other securities or property) subject to outstanding Awards; (iii) the number and kind of Shares (or other securities or property) for which automatic grants are subsequently to be made to new and continuing Non-Employee Directors pursuant to Section 4.6; (iv) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (v) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code.

(b)           In the event of any transaction or event described in Section 14.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or accounting principles, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(i)            To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 14.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the Administrator, in its sole discretion, having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested;

(ii)           To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent

or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(iii)          To make adjustments in the number and type of Shares of the Company’s stock (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;

(iv)          To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Program or Award Agreement; and

(v)           To provide that the Award cannot vest, be exercised or become payable after such event.

(c)           In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 14.2(a) and 14.2(b):

(i)            The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted; and/or

(ii)           The Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the Share Limit and Award Limit). The adjustments provided under this Section 14.2(c) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company.

(d)           Notwithstanding any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to (i) terminate an Award in exchange for cash, rights or property, or (ii) cause an Award to become fully exercisable and no longer be subject to any forfeiture restrictions prior to the consummation of a Change in Control, pursuant to Section 14.2, (A) such Award (other than any portion subject to performance-based vesting) shall continue in effect or be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation and (B) the portion of such Award subject to performance-based vesting shall be subject to the terms and conditions of the applicable Award Agreement and, if no applicable terms and conditions, the Administrator’s discretion.

(e)           In the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award (other than any portion subject to performance-based vesting), the Administrator may cause any or all of such Award (or portion thereof) to (i) terminate in exchange for cash, rights or property pursuant to Section 14.2(b)(i) or (ii) become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Award to lapse. If such an Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Holder that such Award shall be fully exercisable for a period of fifteen (15) days from the date

of such notice, contingent upon the occurrence of the Change in Control, and such Award shall terminate upon the expiration of such period.

(f)            For the purposes of this Section 14.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per-share consideration received by holders of Common Stock in the Change in Control.

(g)           The Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.

(h)           With respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, no adjustment or action described in this Section 14.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Award to fail to so qualify as Performance-Based Compensation, unless the Administrator determines that the Award should not so qualify. No adjustment or action described in this Section 14.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to comply with such exemptive conditions.

(i)            The existence of the Plan, the Program, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(j)            No action shall be taken under this Section 14.2 which shall cause an Award to fail to be exempt from or comply with Section 409A of the Code or the Treasury Regulations thereunder.

(k)           In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Administrator, in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.

14.3            Approval of Plan by Stockholders. The Plan shall be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan.

14.4            No Stockholders Rights. Except as otherwise provided herein, a Holder shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.

14.5            Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

14.6            Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Affiliate, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.

14.7            Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including but not limited to state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.

14.8            Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the

event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

14.9            Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.

14.10          Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

14.11          No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly.

14.12          Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Affiliate.

14.13          Indemnification. To the extent allowable pursuant to Applicable Law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or

Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

14.14          Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

14.15          Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.

* * * * *

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Neff Corporation on                              , 2014.

* * * * *

I hereby certify that the foregoing Plan was approved by the stockholders of Neff Corporation on                              , 2014.

Executed on this          day of                               , 2014.

Corporate Secretary

EX-10.11

Exhibit 10.11

NEFF CORPORATION

SENIOR EXECUTIVE INCENTIVE BONUS PLAN

1.Purpose

This Senior Executive Incentive Bonus Plan (the “Bonus Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Neff Corporation (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Bonus Plan is for the benefit of Covered Employees (as defined below).

2.Administration

The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) shall have the sole discretion and authority to administer and interpret the Bonus Plan.

3.Eligibility and Participation

The Compensation Committee shall select the persons eligible to participate in the Bonus Plan, which may include, without limitation, the executives of the Company and its subsidiaries who are or, as determined in the sole discretion of the Compensation Committee, may become “covered employees” (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)) of the Company and its subsidiaries for the applicable taxable year of the Company (such selected persons, the “Covered Employees”).

4.Bonus Determinations

(a)           A Covered Employee may receive a bonus payment under the Bonus Plan based upon the attainment of performance objectives which are established by the Compensation Committee and relate to financial, operational or other metrics with respect to the Company or any of its subsidiaries (the “Performance Goals”), including but not limited to:  (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) revenue growth or product revenue growth; (iv) net income (either before or after taxes); (v) adjusted net income; (vi) operating earnings or profit (either before or after taxes); (vii) cash flow (including, but not limited to, operating cash flow and free cash flow); (viii) return on assets or net assets; (ix) return on capital (or invested capital) and cost of capital; (x) return on stockholders’ equity; (xi) total stockholder return; (xii) return on sales; (xiii) gross or net profit or operating margin; (xiv) costs, reductions in costs and cost control measures; (xv) funds from operations or funds available for distributions; (xvi) expenses; (xvii) working capital; (xviii) earnings or loss per share; (xix) adjusted earnings per share; (xx) price per share of and dividends with respect to common stock  of the Company or appreciation in and/or maintenance of such price or dividends; (xxi) economic value added models or similar metrics; (xxii) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xxiii) implementation or completion of critical projects or processes; (xxiv) sales, unit volume or market share; (xxv) licensing revenue; (xxvi) brand recognition/acceptance, (xxvii) inventory

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turns or cycle time, (xxviii) strategic initiatives (including, without limitation, with respect to market penetration and spending efficiency, geographic business expansion, manufacturing, commercialization, production and productivity, customer satisfaction and growth, employee satisfaction, recruitment and maintenance of personnel, human resources management, supervision of litigation and other legal matters, information technology, strategic partnerships and transactions (including acquisitions, dispositions, joint ventures, in-licensing and out-licensing of intellectual property, and establishment of relationships with commercial entities with respect to the marketing, distribution and sale of Company products, and factoring transactions, research and development and related activity, financial or other capital raising transactions, operating efficiency, and asset quality); (xxix) financial ratios (including, without limitation, those measuring liquidity, activity, profitability or leverage); and (xxx) lease placement of equipment, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

(b)           Except as otherwise set forth in this Section 4(b):  (i) any bonuses paid to Covered Employees under the Bonus Plan shall be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance objectives relating to the Performance Goals; (ii) bonus formulas for Covered Employees shall be adopted in each performance period by the Compensation Committee (generally, for performance periods of one year or more, no later than 90 days after the commencement of the performance period to which the Performance Goals relate); and (iii) no bonuses shall be paid to Covered Employees unless and until the Compensation Committee makes a certification with respect to the attainment of the performance objectives.  Notwithstanding the foregoing, the Company may pay bonuses (including, without limitation, discretionary bonuses) to Covered Employees under the Bonus Plan based upon such other terms and conditions as the Compensation Committee may in its sole discretion determine.

(c)           The payment of a bonus to a Covered Employee with respect to a performance period shall be conditioned upon the Covered Employee’s employment by the Company on the last day of the performance period; provided, however, that the Compensation Committee may make exceptions to this requirement, in its sole discretion, including, without limitation, in the case of a Covered Employee’s termination of employment, retirement, death or disability.

5.Forfeiture and Claw-Back Provisions

The Compensation Committee may provide that any bonuses paid under the Bonus Plan shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules, regulations or interpretations thereunder, to the extent set forth in such claw-back policy.

6.Other Provisions

(a)           Neither the establishment of the Bonus Plan nor the selection of any individual as a Covered Employee shall give any individual any right to be retained in the employ of the Company or any subsidiary thereof, or any right whatsoever under the Bonus Plan other than to receive bonus payments awarded by the Compensation Committee.

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(b)           No member of the Board of Directors of the Company or the Compensation Committee shall be liable to any individual in respect of the Bonus Plan for any act or omission of such member, any other member, or any officer, agent or employee of the Company or any of its subsidiaries.

(c)           The Company and its subsidiaries shall be entitled to withhold such amounts as may be required by federal, state or local law from all bonus payments under the Bonus Plan.

(d)           To the extent not preempted by federal law, the Bonus Plan shall be governed and construed in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof or any other jurisdiction.

(e)           The Bonus Plan is intended to meet the requirements of Section 409A of the Code and will be interpreted and construed in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.  Each bonus payable pursuant to the Bonus Plan shall be intended to comply with, or be exempt from, the requirements of Section 409A of the Code such that the bonus will not be subject to any penalty tax imposed under Section 409A of the Code and, unless otherwise determined by the Compensation Committee, each bonus under the Bonus Plan shall be paid subject to the applicable Covered Employee’s continued employment through the date of payment of such bonus.  Notwithstanding any provision of the Bonus Plan to the contrary, in the event that following the Effective Date the Company determines that any provision of the Bonus Plan could otherwise cause any person to be subject to the penalty taxes imposed under Section 409A of the Code, the Company may adopt such amendments to the Bonus Plan or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under Section 409A of the Code.  Notwithstanding anything herein to the contrary, in no event shall any liability for failure to comply with the requirements of Section 409A of the Code be transferred from a Covered Employee or any other person to the Company or any of its affiliates, employees or agents pursuant to the terms of the Bonus Plan or otherwise.

7.Amendment and Termination

The Company reserves the right to amend or terminate the Bonus Plan at any time in its sole discretion.  Any amendments to the Bonus Plan shall require stockholder approval only to the extent required by any applicable law, rule or regulation.

8.Stockholder Approval

No bonuses shall be paid under the Bonus Plan unless and until the Company’s stockholders shall have approved the Bonus Plan.  The Bonus Plan will be submitted for the approval of the Company’s stockholders after the initial adoption of the Bonus Plan by the Board of Directors of the Company.

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9.Term of Bonus Plan

The Bonus Plan shall become effective as of the day immediately prior to the first date upon which common stock of the Company is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system (the “Effective Date”).  The Bonus Plan shall expire on the earliest to occur of: (a) the first material modification of the Bonus Plan (as defined in Treasury Regulation Section 1.162-27(h)(1)(iii)); (b) the first meeting of the Company’s stockholders at which members of the Board of Directors of the Company are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security of the Company under Section 12 of the Securities Exchange Act of 1934, as amended; or (c) such other date required by Section 162(m) of the Code, and the rules, regulations and interpretations thereunder (including without limitation Treasury Regulation Section 1.162-27(f)(2)).  The Bonus Plan is intended to be subject to the relief set forth in Treasury Regulation Section 1.162-27(f)(1) and shall be interpreted accordingly.

*  *  *  *  *

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I hereby certify that the Bonus Plan was duly authorized, approved and adopted by the Board of Directors of Neff Corporation as of [        ], 2014, effective as of the Effective Date.

I hereby certify that the Bonus Plan was approved by the stockholders of Neff Corporation as of [        ], 2014.

[Name]

[Title]

EX-10.12

Exhibit 10.12

Confidential Neff Holdings LLC 2014 Management Special Bonus Plan Dated: June 1, 2014 Section 1. Purpose The purpose of the Neff Holdings LLC 2014 Management Special Bonus Plan is to reward the efforts of certain managers and employees of the Company Group by providing them with a cash bonus payment in connection with their efforts with the Company’s obtaining and consummation of a new second lien term loan credit facility. Section 2. Definitions When used in this Plan, unless the context otherwise requires, the following terms shall have the meanings set forth next to such terms: (a) “Award” shall mean the contingent right of a Participant to receive a payment under the Plan, subject to the terms and conditions of the Plan. (b) “Award Agreement” shall mean a written agreement entered into between the Company and the Participant in connection with an Award (including any notice of an Award executed and delivered by the Company to a Participant and which is countersigned or acknowledged by such Participant). (c) “Board” shall mean the Board of Managers of the Company or a committee established by the Board with the authority to oversee, administer and implement the Plan. (d) “Cause” shall mean, with respect to any Participant, that one or more of the following has occurred: (i) the Participant is convicted of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the Company Group or any of its affiliates); (ii) a failure of the Participant to substantially perform his responsibilities and duties to the Company Group, after ten (10) days written notice given by the Company Group, which notice shall identify the failure in reasonable detail and grant the Participant an opportunity to cure such failure within such ten (10) day period; (iii) the failure of the Participant to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), any governing body of any member of the Company Group, or the Chief Executive Officer of any member of the Company Group, which is not remedied within ten (10) days after the Participant’s receipt of written notice from any of the foregoing specifying such failure; (iv) the Participant engages in illegal conduct, any act of dishonesty, breach of fiduciary duty (if any) or other misconduct, in each case in this clause (iv), against the Company Group or any of its affiliates; (v) a material violation or willful breach by the Participant of any of the policies or procedures of the Company Group, including, without any limitation, any employee manual, handbook or code of conduct of the Company Group which, to the extent curable, is not remedied within ten (10) days after the Participant’s receipt of written notice given by the 1

Company Group identifying the violation or breach in reasonable detail and granting the Participant an opportunity to cure such violation or breach (to the extent curable) within such ten (10) day period; (vi) the Participant fails to meet any material obligation the Participant may have under any agreement entered into with the Company Group which, to the extent curable, is not remedied within ten (10) days after the Participant’s receipt of written notice given by the Company Group identifying the failure in reasonable detail and granting the Participant an opportunity to cure such failure within such ten (10) day period; (vii) the Participant’s habitual abuse of narcotics or alcohol; or (viii) the Participant’s breach of any non-compete, non-solicit, confidentiality or other restrictive covenant to which the Participant may be subject, pursuant to an employment agreement or otherwise. Notwithstanding the foregoing, the term “Cause” with respect to any Participant that has an employment agreement with any member of the Company Group shall have the meaning given to it in such employment agreement. (e) “Company” shall mean Neff Holdings LLC, a Delaware limited liability company. (f) “Company Group” shall mean any of the Company or its direct or indirect subsidiaries, including Neff Rental LLC. (g) “LLC Agreement” shall mean the Amended and Restated Limited Liability Company Agreement of Neff Holdings LLC dated as of October 1, 2010, as amended, modified or supplemented from time to time. (h) “Members” shall have the meaning ascribed to such term in the LLC Agreement. (i) “Participant” shall mean a manager or an employee of the Company Group who has been granted an Award under the Plan. (j) “Plan” shall mean the Neff Holdings LLC 2014 Management Special Bonus Plan, as it may be amended or supplemented from time to time. (k) “Specified Recapitalization Transaction” shall mean (i) the closing of a second lien term loan credit facility that results in loans being made to the Company Group in an aggregate principal amount of at least $575,000,000 million and (ii) a single distribution of cash to the Members of the Company in the aggregate amount of $250,000,000 or more with the proceeds of the loans described in clause (i), in each case that occurs on or before July 15, 2014. Section 3. Plan Administration The Plan shall be administered by the Board. The Board shall have such powers and authority as may be necessary or appropriate for the Board to carry out its functions as described herein, including, but not limited to, (i) complete authority to interpret and administer the Plan, any Awards granted under the Plan and, if applicable, any Award Agreements evidencing Awards granted under the Plan, (ii) exercise all of the powers granted to it under the Plan, (iii) construe, interpret and implement the Plan and, if applicable, any Award Agreements, (iv) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing 2

 its own operations, (v) make all determinations necessary or advisable in administering the Plan, (vi) correct any defect, supply any omission and reconcile any inconsistency in the Plan, (vii) amend the Plan to reflect changes in applicable law, (viii) delegate such powers and authority to such person as it deems appropriate, and (ix) waive any conditions under any Awards or, if applicable, any Award Agreements. The determination of the Board on all matters relating to the Plan or, if applicable, any Award Agreement shall be final, binding and conclusive. No member of the Board shall be liable for any action or determination made in good faith by the Board with respect to the Plan or any Award thereunder. Section 4. Grant of Awards The Board shall determine the Participants to whom Awards are granted under the Plan and the terms of such Awards, in accordance with, and not inconsistent with the terms of the Plan. The Board has determined to grant Awards to those Participants identified on Exhibit A hereto, in the amounts reflected therein (as such Exhibit A may be supplemented from time to time). Section 5. Entitlement to Awards and Payment (a) Entitlement to Payments. Subject to Section 5(b), a Participant shall be eligible to receive his or her Award upon the consummation of the Specified Recapitalization Transaction. (b) Award Eligibility. A Participant shall only be eligible to receive payments pursuant to his or her Award, (i) to the extent a Participant is given an Award Agreement, the Participant has signed and returned the Award Agreement (or related acknowledgement) in the time period specified in such Award Agreement; (ii) subject to Section 6, provided the Participant remains employed by (or in service to) the Company Group at the time of the consummation of the Specified Recapitalization Transaction; (iii) provided that the Participant has executed and delivered to the Company on the closing date of the Specified Recapitalization Transaction (but not before such closing date) or before the twentieth (20th) day following the consummation of the Specified Recapitalization Transaction an enforceable release of claims in the form attached hereto as Exhibit B and the expiration of the revocation period described therein without the General Release having been revoked; In no event shall a Participant be entitled to payment under an Award if a Specified Recapitalization Transaction is not consummated on or before July 15, 2014. (c) Form. All payments due under the Plan shall be made in cash and may be made through the Company Group’s payroll system. 3

 (d) Timing of Payments. All payments to Participants hereunder shall be made in a single, lump-sum on the thirtieth (30th) day following the consummation of the Specified Recapitalization Transaction (the “Payment Date”); provided, however, if any such payment is to be made through the Company Group’s payroll system and if such payment cannot be made on the Payment Date through the Company Group’s payroll system, such payment shall be made on the first reasonably practicable day following such Payment Date which such payment can be made through the Company Group’s payroll system. (e) Recovery of Payments. To the extent the Company acquires evidence within one (1) year following payment of an Award that a Participant engaged in behavior while employed by (or providing service to) the Company Group which would have justified a termination for “Cause” prior to the payment of the Award, then, subject to the Participant being provided with a reasonable opportunity to refute the same, the Participant shall promptly repay to the Company all amounts received pursuant to the Award under the Plan. Section 6. Service Requirement Any payment to a Participant under the Plan pursuant to an Award shall be conditioned upon such Participant’s continued employment with (or service to) the Company Group from the date of grant of such Award until the date of payment. If a Participant’s employment with (or service to) the Company Group is terminated for any reason prior thereto, the Participant shall be deemed to have forfeited any and all interest in any Award held by the Participant. Section 7. Unfunded Status All amounts which become payable pursuant to this Plan remain general obligations of the Company. All payments made pursuant to this Plan shall come from the general assets of the Company. The payment of any amount is not secured by any specific assets of the Company Group. No Participant shall be entitled to or have any rights of a member of the Company with respect to any Award granted under this Plan. Section 8. General Rules Applicable to Awards All Awards shall be subject to the following: (a) The obligation of the Company to make payment with respect to an Award shall be subject to all applicable laws, rules and regulations and to such approvals by government agencies as may be required. (b) The Company shall have the right to withhold from payment made under any Awards any federal, state or local taxes as required by law to be withheld with respect to such Awards. Any such taxes are the sole responsibility of the Participant and the Participant shall have no right to indemnification for any or all taxes owed in connection with payment under such Awards. 4

 (c) All Awards shall expire and be forfeited if a Specified Transaction does not occur on or before July 15, 2014. (d) No Award may be transferred by a Participant other than by will or by the laws of descent and distribution. (e) Where the day on or by which anything is to be done is not a business day, it shall be done on or by the first business day thereafter. Section 9. General Provisions (a) No Right to Employment. Nothing contained in this Plan shall confer upon any Participant the right to continue in the employ of or service with the Company Group, or affect any rights which the Company Group may have to terminate such employment or service for any reason at any time. (b) Non-Uniform Determinations. The Board’s determinations of Awards under the Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Board shall be entitled, among other things, to make nonuniform and selective determinations, and to enter into non-uniform and selective Awards, as to the person to receive Awards under the Plan. (c) Section Headings; Construction. The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. All words used in this Plan shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. (d) Governing Law. This Plan, any Award hereunder, any Award Agreement and any conflicts arising hereunder or thereunder or related hereto or thereto shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws, regardless of the laws that might otherwise govern under applicable principles, to the fullest extent permitted by law, of conflicts of laws. (e) Confidentiality. The Participant agrees to maintain in confidence and not disclose the terms of this Plan or any Award granted hereunder (except to the Participant’s immediate family and his or her professional advisors). (f) Severability; Entire Agreement. In the event any provision of this Plan, any Award Agreement, or any Award shall be held illegal, invalid or unenforceable for any reason, the illegality, invalidity or unenforceability shall not affect the remaining provisions of this Plan, such Award or such Award Agreement (as applicable) and such illegal, invalid or unenforceable provision shall be deemed modified as if the illegal, invalid or unenforceable provisions had not been included. The Plan, any Award and, if applicable, any Award Agreement, contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior 5

 agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral, with respect to the subject matter thereof. (g) No Third-Party Beneficiaries. Except as expressly provided therein, none of the Plan or any Award or, if applicable, any Award Agreement shall confer on any person other than the Company and the Participant any rights or remedies thereunder. (h) Freedom of Action. Nothing contained in the Plan or, if applicable, any Award Agreement shall be construed to prevent the Company Group, its affiliates, or any of the Members of the Company from taking any corporate action, including, but not limited to, any recapitalization, reorganization, merger, consolidation, dissolution or sale, which is deemed by the Company Group, its affiliates or such holders to be appropriate or in its or their best interest, whether or not such action would have an adverse effect on the Plan, on any Awards thereunder, or on the Company’s ability to effectuate the Specified Recapitalization Transaction. Any solicitation, negotiation or closing of a Specified Recapitalization Transaction shall be subject to the sole and absolute discretion of the Company Group, its affiliates or any of the Members of the Company and there will be no liability on the part of the Company Group, its Board or the Members if the Recapitalization Transaction is not consummated for any reason. (i) Section 409A. It is the intention of the Board that all payments and benefits under this Plan shall be made and provided in a manner that is either exempt from or intended to avoid taxation under Section 409A of the Internal Revenue Code and the rules and regulations thereunder, to the extent applicable. Any ambiguity in this Plan shall be interpreted to comply with the foregoing. Each amount payable pursuant to this Plan shall be deemed to be separate payment for purposes of Section 409A of the Internal Revenue Code. Notwithstanding the foregoing, no member of the Company Group nor any of their affiliates shall be liable to, and each Participant shall be solely liable and responsible for, any taxes (or penalties) that may be imposed on such Participant under Section 409A of the Code with respect to the Participant’s receipt of any Award and payment thereunder. (j) Amendment, Suspension or Termination of the Plan. The Plan shall terminate upon the earlier of July 15, 2014 and the date on which all Awards are paid to the Participants. Notwithstanding the foregoing, the termination of the Plan shall not have any impact on the release of claims to be provided by the Participants pursuant to Section 5(b)). In addition, the Board may from time to time suspend, discontinue, terminate, revise or amend (i) the Plan in any respect whatsoever and (ii) any Award Agreement; provided, however, that in no event shall any such action adversely affect the rights of any Participant in any material respect (without regard to any effect resulting from the individual circumstances of such Participant) with respect to any previously granted Award without such Participant’s consent, except to the extent such action is required by, or is necessary to comply with, law. (k) Successors and Assigns. The terms of this Plan shall be binding upon and inure to the benefit of the Company, its subsidiaries and their successors and assigns. 6

EX-10.13

Exhibit 10.13

Confidential Neff Holdings LLC Sale Transaction Bonus Plan (Amended and Restated Effective June 1, 2014) Section 1. Purpose The Neff Holdings LLC Sale Transaction Bonus Plan (the “Plan”) was established January 14, 2014. The Board now desires to amend and restate the Plan in its entirety effective June 1, 2014. The purpose of the Plan is to provide cash bonus payments to certain managers and employees of the Company Group upon the consummation of certain qualifying Sale Transactions. The Plan is designed to promote the interests of the Company and its members by providing an additional incentive to managers and employees to maximize the value of the Company’s business. Section 2. Definitions When used in this Plan, unless the context otherwise requires, the following terms shall have the meanings set forth next to such terms: (a) “Award” shall mean the contingent right of a Participant to receive a payment under the Plan upon the consummation of a qualifying Sale Transaction, subject to the terms and conditions of the Plan. (b) “Award Agreement” shall mean a written agreement entered into between the Company and the Participant in connection with an Award (including any notice of an Award executed and delivered by the Company to a Participant and which is countersigned or acknowledged by such Participant). (c) “Board” shall mean the Board of Managers of the Company or a committee established by the Board with the authority to oversee, administer and implement the Plan. (d) “Cause” shall mean, with respect to any Participant, that one or more of the following has occurred: (i) the Participant is convicted of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the Company Group or any of its affiliates); (ii) a failure of the Participant to substantially perform his responsibilities and duties to the Company Group, after ten (10) days written notice given by the Company Group, which notice shall identify the failure in reasonable detail and grant the Participant an opportunity to cure such failure within such ten (10) day period; (iii) the failure of the Participant to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), any governing body of any member of the Company Group, or the Chief Executive Officer of any member of the Company Group, which is not remedied within ten (10) days after the Participant’s receipt of written notice from any of the foregoing specifying such failure; (iv) the 1

 Participant engages in illegal conduct, any act of dishonesty, breach of fiduciary duty (if any) or other misconduct, in each case in this clause (iv), against the Company Group or any of its affiliates; (v) a material violation or willful breach by the Participant of any of the policies or procedures of the Company Group, including, without any limitation, any employee manual, handbook or code of conduct of the Company Group which, to the extent curable, is not remedied within ten (10) days after the Participant’s receipt of written notice given by the Company Group identifying the violation or breach in reasonable detail and granting the Participant an opportunity to cure such violation or breach (to the extent curable) within such ten (10) day period; (vi) the Participant fails to meet any material obligation the Participant may have under any agreement entered into with the Company Group which, to the extent curable, is not remedied within ten (10) days after the Participant’s receipt of written notice given by the Company Group identifying the failure in reasonable detail and granting the Participant an opportunity to cure such failure within such ten (10) day period; (vii) the Participant’s habitual abuse of narcotics or alcohol; or (viii) the Participant’s breach of any non-compete, non-solicit, confidentiality or other restrictive covenant to which the Participant may be subject, pursuant to an employment agreement or otherwise. Notwithstanding the foregoing, the term “Cause” with respect to any Participant that has an employment agreement with any member of the Company Group shall have the meaning given to it in such employment agreement. (e) “Company” shall mean Neff Holdings LLC, a Delaware limited liability company. (f) “Company Group” shall mean any of the Company or its direct or indirect subsidiaries, including Neff Rental LLC. (g) “Enterprise Value” shall mean the enterprise value of the Company at the time of consummation of a Sale Transaction, taking into consideration the form, amount and timing of any consideration to be received by the Company and/or its members in connection therewith, all as determined by the Board in its sole discretion; any determination of Enterprise Value by the Board shall be solely for purposes of administering the Plan and is not intended to be reflective of value for any other purpose. (h) “Participant” shall mean a manager or an employee of the Company Group who has been granted an Award under the Plan. (i) “Plan” shall mean the Amended and Restated Neff Holdings LLC Sale Transaction Bonus Plan, as it may be amended or supplemented from time to time. (j) “Sale Transaction” shall mean the bona fide sale or transfer, in one transaction or a series of related transactions, of (x) all or substantially all of the consolidated assets of the Company Group or (y) at least a majority of the then-issued and outstanding Class A Units of the Company to (in either case) any person or group of related persons (other than a member or an affiliate of a member of the Company Group), provided, however, that a Sale Transaction shall not include a dividend or other distribution of cash or other assets of the Company to its members made with the proceeds of borrowed money, regardless of whether the borrowing incurred to finance such dividend or distribution was incurred prior to or after such dividend or 2

 distribution. In addition, a “Sale Transaction” shall include an underwritten public offering by the Company pursuant to an effective registration statement covering a sale of Company units to the public that (a) results in equity securities of the Company or any corporate successor to the Company (including any successor by conversion to a subchapter C corporation, merger or consolidation into a corporation, recapitalization or reorganization, sale of securities or otherwise) being listed on an SEC-registered national securities exchange, and (b) involves gross cash proceeds from the sale of equity securities of the Company or any such corporate successor of at least $200 million; if a Sale Transaction as described in this sentence occurs all references in the Plan to the “consummation” or “closing” of the Sale Transaction, or like terms, shall be deemed to refer to the listing of such equity securities on such an exchange. Notwithstanding the foregoing, for any Awards that are nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code, in no event shall a transaction be considered a Sale Transaction, unless such transaction would also be a “change in control” (whether by change in ownership, effective control or change in the ownership of a substantial portion of the assets) under Section 409A of the Internal Revenue Code (and the rules and regulations thereunder) and, if the Company is still a limited liability company, by applying such definition to a limited liability company. (k) “Total Disability” shall mean a Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less than twelve (12) months and the Participant has been receiving benefits for at least three (3) months under a disability plan of the Company Group; a determination of Disability shall be made by a physician satisfactory to the Board. Section 3. Plan Administration The Plan shall be administered by the Board. The Board shall have such powers and authority as may be necessary or appropriate for the Board to carry out its functions as described herein, including, but not limited to, (i) complete authority to interpret and administer the Plan, any Awards granted under the Plan and, if applicable, any Award Agreements evidencing Awards granted under the Plan, (ii) exercise all of the powers granted to it under the Plan, (iii) construe, interpret and implement the Plan and, if applicable, any Award Agreements, (iv) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing its own operations, (v) make all determinations necessary or advisable in administering the Plan, (vi) correct any defect, supply any omission and reconcile any inconsistency in the Plan, (vii) amend the Plan to reflect changes in applicable law, (viii) delegate such powers and authority to such person as it deems appropriate, and (ix) waive any conditions under any Awards or, if applicable, any Award Agreements. The determination of the Board on all matters relating to the Plan or, if applicable, any Award Agreement shall be final, binding and conclusive. No member of the Board shall be liable for any action or determination made in good faith by the Board with respect to the Plan or any Award thereunder. 3

 Section 4. Grant of Awards The Board shall determine the Participants to whom Awards are granted under the Plan and the terms of such Awards, in accordance with, and not inconsistent with the terms of the Plan. As of the date hereof, the Board has determined to grant Awards under Exhibit A and Exhibit B hereto to those Participants identified therein, in the amounts reflected therein. The Board may supplement these Exhibits from time to time in its sole discretion with additional Participants or may grant additional Awards, but shall not reduce the entitlement of any Participant under any previously granted Award, subject to the terms and conditions of the Plan. Section 5. Entitlement to Awards and Payment (a) Entitlement to Payments. Payments pursuant to Awards identified on Exhibit A shall be made only upon the consummation of a Sale Transaction as determined by the Board in its sole discretion, and payments pursuant to Awards identified on Exhibit B shall be made only upon the consummation of a Sale Transaction where the Enterprise Value at the time of such transaction exceeds the Enterprise Value set forth next to such Participant’s name on Exhibit B (and, if such Participant has an Award Agreement, as set forth in such Award Agreement), and in either case a Participant shall only be eligible to receive payments pursuant to his or her Award, (i) to the extent a Participant is given an Award Agreement, the Participant has signed and returned the Award Agreement (or related acknowledgement) in the time period specified in such Award Agreement; (ii) subject to Section 6, provided the Participant remains employed by (or in service to) the Company Group at the time of the consummation of the Sale Transaction; (iii) the Participant, if requested by the Company Group, signs and delivers to the Board (A) at the time the agreement for such Sale Transaction is executed, a certification that the representations and warranties contained in the agreement for such Sale Transaction are true and correct to the best of the Participant’s knowledge, after reasonable investigation and due inquiry and (B) on or prior to the closing date of such Sale Transaction, such other documents as are reasonably requested by the Company Group (including any certification referred to in clause (A), but made as of such closing date); (iv) the Participant (or the Participant’s estate, as applicable) has executed and delivered to the Company on the closing date of the Sale Transaction an enforceable release of claims in the form provided by the Company, which shall be in substantially the form attached as Exhibit C hereto, and the expiration of the revocation period described therein without the General Release having been revoked; (v) the Participant, if requested by the Company, promptly resigns from his or her position as an officer, manager (or equivalent position) or committee member of the Company Group effective as of any time on or prior to the closing date of the Sale Transaction, as specified by the Company; provided, however, that no such resignation shall have any effect 4

 on the rights or obligations of such Participant under any employment agreement or other arrangement with the Company Group; In no event shall a Participant be entitled to payment under an Award (x) with respect to Awards on Exhibit A, if a Sale Transaction is not consummated on or before December 31, 2023 and (y) with respect to Awards on Exhibit B, if a Sale Transaction is not consummated on or before December 31, 2023 with an Enterprise Value that exceeds the Enterprise Value set forth next to such Participant’s Award on Exhibit B (and if such Participant has an Award Agreement, as set forth in such Award Agreement). (b) Form. All payments due under the Plan shall be made in cash and may be made through the Company Group’s payroll system. (c) Timing of Payments. All payments to Participants hereunder shall be made in a single, lump-sum on (i) the thirtieth (30th) day following the consummation of a Sale Transaction for Awards specified in Exhibit A and (ii) on the closing date of a Sale Transaction for Awards specified in Exhibit B; provided, however, if any such payment is to be made through the Company Group’s payroll system and if such payment cannot be made on such closing date through the Company Group’s payroll system, such payment shall be made on the first reasonably practicable day following such closing date which such payment can be made through the Company Group’s payroll system. Section 6. Service Requirement Any payment to a Participant under the Plan pursuant to an Award shall be conditioned upon such Participant’s continued employment with (or service to) the Company Group from the date of grant of such Award until the consummation of the Sale Transaction. Unless otherwise provided in the applicable Award Agreement, a Participant shall not be entitled to the payment of an Award if his or her employment (or service) is terminated at any time or for any reason prior to the consummation of a Sale Transaction. Except as provided for in this Section 6, if a Participant’s employment with (or service to) the Company Group is terminated for any reason prior to the consummation of the Sale Transaction, the Participant shall be deemed to have forfeited any and all interest in any Award held by the Participant. Section 7. Unfunded Status All amounts which become payable pursuant to this Plan remain general obligations of the Company. All payments made pursuant to this Plan shall come from the general assets of the Company. The payment of any amount is not secured by any specific assets of the Company Group. No Participant shall be entitled to or have any rights of a member of the Company with respect to any Award granted under this Plan. 5

 Section 8. General Rules Applicable to Awards All Awards shall be subject to the following: (a) The obligation of the Company to make payment with respect to an Award shall be subject to all applicable laws, rules and regulations and to such approvals by government agencies as may be required. (b) The Company shall have the right to withhold from payment made under any Awards any federal, state or local taxes as required by law to be withheld with respect to such Awards. Any such taxes are the sole responsibility of the Participant and the Participant shall have no right to indemnification for any or all taxes owed in connection with payment under such Awards. (c) All Awards shall expire and be forfeited if the consummation of a Sale Transaction has not occurred (or for Exhibit B Participants, the consummation of a Sale Transaction that does not exceed the Enterprise Value) on or before December 31, 2023. (d) No Participant shall receive payment with respect to an Award on account of more than one Sale Transaction. (e) No Award may be transferred by a Participant other than by will or by the laws of descent and distribution. (f) Where the day on or by which anything is to be done is not a business day, it shall be done on or by the first business day thereafter. Section 9. General Provisions (a) No Right to Employment. Nothing contained in this Plan shall confer upon any Participant the right to continue in the employ of or service with the Company Group, or affect any rights which the Company Group may have to terminate such employment or service for any reason at any time. (b) Non-Uniform Determinations. The Board’s determinations of Awards under the Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Board shall be entitled, among other things, to make nonuniform and selective determinations, and to enter into non-uniform and selective Awards, as to the person to receive Awards under the Plan. (c) Section Headings; Construction. The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. All words used in this Plan shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. 6

 (d) Governing Law. This Plan, any Award hereunder, any Award Agreement and any conflicts arising hereunder or thereunder or related hereto or thereto shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws, regardless of the laws that might otherwise govern under applicable principles, to the fullest extent permitted by law, of conflicts of laws. (e) Confidentiality. The Participant agrees to maintain in confidence and not disclose the terms of this Plan or any Award granted hereunder (except to the Participant’s immediate family and his or her professional advisors). (f) Severability; Entire Agreement. In the event any provision of this Plan, any Award Agreement, or any Award shall be held illegal, invalid or unenforceable for any reason, the illegality, invalidity or unenforceability shall not affect the remaining provisions of this Plan, such Award or such Award Agreement (as applicable) and such illegal, invalid or unenforceable provision shall be deemed modified as if the illegal, invalid or unenforceable provisions had not been included. The Plan, any Award and, if applicable, any Award Agreement, contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral, with respect to the subject matter thereof. (g) No Third-Party Beneficiaries. Except as expressly provided therein, none of the Plan or any Award or, if applicable, any Award Agreement shall confer on any person other than the Company and the Participant any rights or remedies thereunder. (h) Freedom of Action. Nothing contained in the Plan or, if applicable, any Award Agreement shall be construed to prevent the Company Group, its affiliates, or any of the holders of Class A Units of the Company from taking any corporate action, including, but not limited to, any recapitalization, reorganization, merger, consolidation, dissolution or sale, which is deemed by the Company Group, its affiliates or such holders to be appropriate or in its or their best interest, whether or not such action would have an adverse effect on the Plan or any Awards thereunder. Any solicitation, negotiation or closing of a Sale Transaction shall be subject to the sole and absolute discretion of the Company Group, its affiliates or any of the holders of Class A Units of the Company and there will be no liability on the part of the Company Group, its affiliates or the holders of Class A Units of the Company if a Sale Transaction is not consummated for any reason or the Enterprise Value of such Sale Transaction does not result in payment of any Award. The Company Group, its affiliates, and/or holders of Class A Units of the Company will determine in their sole discretion whether to effect or consummate a Sale Transaction and no Participant shall have any rights to (i) require the Company Group to enter into a Sale Transaction, (ii) question the price, timing or form of consideration in connection with a Sale Transaction or otherwise object to any Sale Transaction or (iii) object to any third party to a Sale Transaction. (i) Section 409A. It is the intention of the Board that all payments and benefits under this Plan shall be made and provided in a manner that is either exempt from or intended to avoid taxation under Section 409A of the Internal Revenue Code and the rules and regulations thereunder, to the extent applicable. Any ambiguity in this Plan shall be interpreted to comply 7

 with the foregoing. Each amount payable pursuant to this Plan shall be deemed to be a separate payment for purposes of Section 409A of the Internal Revenue Code. For all purposes under the Plan, any iteration of the word “termination” (e.g., “terminated”) with respect to a Participant’s employment or service, shall mean a separation from service within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder. Notwithstanding the foregoing, no member of the Company Group nor any of their affiliates shall be liable to, and each Participant shall be solely liable and responsible for, any taxes (or penalties) that may be imposed on such Participant under Section 409A of the Code with respect to the Participant’s receipt of any Award and payment thereunder. (j) Amendment, Suspension or Termination of the Plan. The Board may from time to time suspend, discontinue, terminate, revise or amend (i) the Plan in any respect whatsoever and (ii) any Award Agreement; provided, however, that in no event shall any such action adversely affect the rights of any Participant in any material respect (without regard to any effect resulting from the individual circumstances of such Participant) with respect to any previously granted Award without such Participant’s consent, except to the extent such action is required by, or is necessary to comply with, law. (k) Successors and Assigns. The terms of this Plan shall be binding upon and inure to the benefit of the Company, its subsidiaries and their successors and assigns. 8

EX-10.15

Exhibit 10.15

Neff Holdings LLC
Management Equity Plan

Dated October 1, 2010

Section 1.Purpose.  The purposes of the Neff Holdings LLC Management Equity Plan is to provide an incentive for management and other employees, prospective employees and members of the board of managers of Neff Holdings LLC and/or its subsidiaries by acquiring a proprietary interest in the success of the Company, to enhance the long-term performance of the Company and to remain in the service of the Company and/or its subsidiaries.

Section 2.Definitions.  Capitalized terms used in this Plan and not defined in this Plan shall have the meanings given thereto in the LLC Agreement.  When used in this Plan, unless the context otherwise requires, the following terms shall have the meanings set forth next to such terms:

(a)“Award” shall mean an award under this Plan as described in Section 5 hereof.

(b)“Award Agreement” shall mean a written agreement entered into between the Company and the Grantee in connection with an Award.

(c)“Board” shall mean the Board of Managers of the Company.

(d)“Cause” shall mean, with respect to any Grantee, that one or more of the following has occurred: (i) the Grantee is convicted of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the Company or any of its affiliates or subsidiaries); (ii) a failure of the Grantee to substantially perform his responsibilities and duties to the Company or any of its subsidiaries, after ten (10) days written notice given by the Company or its subsidiaries, which notice shall identify the failure in sufficient detail and grant the Grantee an opportunity to cure such failure within such ten (10) day period; (iii) the failure of the Grantee to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), any Subsidiary Governing Body, or the Chief Executive Officer of the Company or any of its subsidiaries, which is not remedied within ten (10) days after the Grantee’s receipt of written notice from any of the foregoing specifying such failure; (iv) the Grantee engages in illegal conduct, any act of dishonesty, breach of fiduciary duty (if any) or other misconduct, in each case in this clause (iv), against the Company, or any of its affiliates or subsidiaries; (v) a material violation or willful breach by the Grantee of any of the policies or procedures of the Company, or any of its subsidiaries, including, without any limitation, any employee manual, handbook or code of conduct of the Company or any of its subsidiaries which, to the extent curable, is not remedied within ten (10) days after the Grantee’s receipt of written notice given by the Company or any of its subsidiaries identifying the conduct in sufficient detail and granting the Grantee an opportunity to cure such conduct within such ten (10) day period; (vi) the Grantee fails to meet any material obligation Grantee may have under any agreement entered into with the Company or any of its subsidiaries; including, but not limited to, the LLC Agreement and any agreement entered into in connection with the Grantee’s employment or engagement with the Company

or any of its subsidiaries which, to the extent curable, is not remedied within ten (10) days after the Grantee’s receipt of written notice given by the Company or any of its subsidiaries identifying the conduct it) sufficient detail and granting he Grantee an opportunity to cure such conduct within such ten (10) day period; (vii) the Grantee’s habitual abuse of narcotics or alcohol; or (viii) the Grantee’s breach of any non-compete, non-solicit, confidentiality or other restrictive covenant to which the Grantee may be subject, pursuant to an employment agreement or otherwise.

(e)“Committee” shall mean the Committee hereinafter described in Section 3 hereof.

(f)“Company” shall mean Neff Holdings LLC, a Delaware limited liability company.

(g)“Effective Date” shall mean the effective date of the Plan, October 1, 2010.

(h)“Fair Market Value” shall mean, with respect to any Award (including, without limitation, any Class B Units), the fair market value of such Award, as determined in the sole discretion of the Committee, subject to Section 10 hereof, as applicable.

(i)“Grantee” shall mean a person who receives an Award.

(j)“LLC Agreement” shall mean the Amended and Restated Limited Liability Company Agreement of Neff Holdings LLC, dated as of October 1, 2010, as such agreement may be amended, supplemented, amended and restated or otherwise modified from time to time, together with all schedules, exhibits and annexes thereto.

(k)“Plan” shall mean this Neff Holdings LLC Management Equity Plan, as adopted by the Company on October 1, 2010, as such Plan may be amended, supplemented, amended and restated or otherwise modified from time to time.

(l)“Sale Transaction” shall mean the bona fide sale, lease, Transfer, issuance or other disposition, in one transaction or a series of related transactions, of (x) all or substantially all of the consolidated assets of the Company and its Subsidiaries or (y) at least a majority of the then-issued and outstanding Class A Units to (in either case) any Person or group of related Persons ( other than a Member or an Affiliate of a Member or the Company or an Affiliate of the Company), whether directly or indirectly or by way of any merger, statutory share exchange, sale or issuance of equity, tender offer, consolidation or other business combination transaction or purchase of beneficial ownership, provided, however, that a Sale Transaction shall not include a dividend or other distribution of cash or other assets of the Company to the Members (or any of the Members) made with the proceeds of borrowed money, regardless of whether the borrowing incurred to finance such dividend or distribution was incurred prior to or after such dividend or distribution.

(m)“Section 409A” shall mean Section 409A of the Code.

Section 3.Administration.

(a)The Plan shall be administered by the Board or, if the Board shall so determine, by a Committee consisting of one or more Board members, selected by the Board.  Any member of the Committee may resign by giving written notice thereof to the Board, and any member of

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the Committee may be removed at any time, with or without cause, by the Board.  Any vacancy on the Committee shall be filled by the Board.  During any period in which the Plan is administered by the Board, all references in the Plan or in any Award Agreement to the Committee shall be deemed to refer to the Board.

(b)The Committee shall have complete authority to interpret and administer this Plan and each Award Agreement, including, without limitation, the power (i) to exercise all of the powers granted to it under the Plan, (ii) to construe, interpret and implement the Plan and any Award Agreement, (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing its own operations, (iv) to make all determinations necessary or advisable in administering the Plan, (v) to correct any defect, supply any omission and reconcile any inconsistency in the Plan, (vi) to amend the Plan to reflect changes in applicable law, (vii) to delegate such powers and authority to such person as it deems appropriate, and (viii) to waive any conditions under any Awards.  The determination of the Committee on all matters relating to the Plan or any Award Agreement shall be final, binding and conclusive.

Section 4.Eligibility for Awards.  Awards under the Plan shall be made to such members of the Board and any Subsidiary Governing Body, and employees and prospective employees of the Company and/or its subsidiaries, as the Committee selects in its sole discretion.

Section 5.Awards Under the Plan.

(a)Awards may be made under the Plan in the form of Class B Units, phantom units or options, warrants or other securities that are convertible, exercisable or exchangeable for or into Class B Units, as the Committee determines is in the interest of the Company.

(b)Each Award granted under the Plan shall be evidenced by an Award Agreement which shall contain such provisions (such as vesting, and manner and method of conversion, exchange or exercise (to the extent applicable)) as the Committee in its discretion deems necessary or desirable, consistent with the terms of this Plan and the LLC Agreement.  The duration of any Award that is convertible, exchangeable or exercisable for or into Class B Units shall have a duration that is fixed by the Committee, in its sole discretion, but in no event shall such Award remain in effect for a period of more than ten (10) years from the date of grant.

(c)Any Award for Class B Units, or, in the event an Award is converted, exercised or exchanged for or into Class B Units, such conversion, exercise or exchange, shall be conditioned on (i) the Grantee executing a Joinder Agreement and becoming a Member under and bound by the terms of the LLC Agreement and (ii) the Grantee’s compliance with all other terms and conditions set forth in the LLC Agreement to be admitted as a Member.

Section 6.Vesting and Forfeiture.  Except as otherwise provided in the applicable Award Agreement,

(a)Any portion of any then outstanding Award that is not vested (after taking into account any accelerated vesting that may apply under the Award Agreement or Section 7 hereof) and/or, if applicable, exercisable or exercised, convertible or converted, exchangeable or exchanged, at the time of the Grantee’s termination of employment or service with the Company

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or any of its subsidiaries, for any reason, shall immediately be forfeited and terminate and the Grantee shall no longer have any rights or interests in such Award.

(b)If (i) the Grantee’s employment or service with the Company or any of its subsidiaries is terminated for Cause, (ii) the Grantee’s employment or service with the Company (and/or any of its subsidiaries) is terminated by the Company (and/or any of its subsidiaries) or the Grantee for any reason and the Grantee committed an act constituting Cause prior to such termination (regardless of whether the Grantee’s employment or service was terminated for Cause) and which such act, to the extent a cure period was allowed for such act in the definition of Cause, was not cured within such period prior to such termination or (iii) the Grantee breaches any restrictive covenants, including non-competition, non-solicitation and confidentiality covenants, with the Company (and/or any of its subsidiaries), all of the Grantee’s then outstanding Awards, whether or not previously vested and/or, if applicable, exercisable or exercised, convertible or converted, or exchangeable or exchanged, shall immediately be forfeited and terminate and the Grantee shall no longer have any rights or interests in such Award or anything such Award was exercised, converted or exchanged for or into.  For purposes of this Section 6(b ), the term “Cause” shall include, with respect to any Grantee that has an employment agreement with the Company (and/or any of its subsidiaries), in addition to (and not in lieu of) the definition of “Cause” set forth in this Plan, the definition of “Cause” set forth in such employment agreement.

(c)Without limiting the conditions of Section 6(b) hereof, prior to the consummation of a Qualified Public Offering, in the event the Grantee’s employment or service with the Company and/or any of its subsidiaries is terminated for any reason (whether by the Company, the Grantee or any such subsidiary) and the Grantee has outstanding and vested Awards at the time of such termination, the Company shall have the right, but not the obligation, to elect within ninety (90) days of the effective date of termination of the Grantee’s employment or service or such other time periods as are prescribed by the Committee and set forth in an Award Agreement or any repurchase agreement thereunder, to repurchase the Grantee’s then outstanding and vested Awards.  Unless otherwise prescribed by the Committee and set forth in an Award Agreement, such Awards shall be repurchased by the Company at the Fair Market Value of the applicable Award, less, to the extent applicable, any amounts owed by the Grantee to the Company pursuant to any loans outstanding under Section 5.2 (or any successor provision) of the LLC Agreement or any other amounts owed by the Grantee to the Company or any of its subsidiaries.

Section 7.Sale Transaction.

(a)Subject to Section 6 hereof and except as provided in an Award Agreement, upon the occurrence of a Sale Transaction which occurs while the Grantee is still employed by, or in service with, the Company or any of its subsidiaries, all of the Grantee’s unvested Awards shall immediately become vested and/or exercisable, convertible or exchangeable, as applicable.

(b)In addition, in the event of a Sale Transaction, with respect to any Award that is convertible, exchangeable or exercisable for or into Class B Units, the Committee shall, in its sole discretion, either (i) provide for the assumption of such Awards theretofore granted, or the substitution for such Awards of new awards of the successor company or a parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares and the per share

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exercise prices, consistent with Section 11 hereof; (ii) provide written notice to any holder of such Award that the Award shall be terminated to the extent that it is not converted, exchanged or exercised prior to a date certain specified in such notice (which date shall be no sooner than the consummation of the Sale Transaction) or (iii) provide that the Grantee of any such Award, to the extent then vested, shall be entitled to receive .from the Company an amount equal to the excess of (A) the Fair Market Value (determined on the basis of the amount received by Members of the Company in connection with such transaction and consistent with Section 409A of the Code) of the Class B Units subject to the vested portion of the Award not theretofore converted, exchanged or exercised, over (B) the aggregate purchase price which would be payable for such Class B Units upon the conversion, exchange or exercise of such Award.  Any actions under this Section 7 shall, to the extent applicable, be in accordance with the regulations promulgated under Section 409A of the Code so as not to cause a modification or deemed new grant of the Award.

Section 8.Section 83(b) of the Code.  As a requirement for receiving an Award of, or to acquire, Class B Units under the Plan, each Grantee shall, if, and only if, required by the Committee, agree to make a timely election pursuant to Section 83(b) of the Code to include in the Grantee’s gross income or alternative minimum taxable income, as the case may be, for the taxable year in which the Award is granted (or, if applicable, exercised, converted or exchanged), the amount of any compensation taxable to the Grantee in connection with the Grantee’s receipt of such Award.  If the Committee requires the Grantee to make such an election, the Grantee shall notify the Committee of such election within ten (1 0) days of filing notice of the election with the Internal Revenue Service, in addition to any filings and notifications required pursuant to the regulations issued under Section 83(b) of the Code.

Section 9.Restrictions on Transfer.  Except as otherwise provided in an Award Agreement,

(a)Notwithstanding anything in the LLC Agreement to the contrary, no Awards of Class B Units may be Transferred until vested; provided, however, that the Grantee may Transfer such unvested Awards to any one or more of the Grantee’s Family Members if the requirements set forth in the LLC Agreement relating to such Transfer are complied with and provided the Award remains subject to this Plan and any Award Agreement (including any repurchase rights in favor of the Company).  As a condition to such Transfer, the Transferee shall execute and deliver to the Company (i) a Joinder Agreement, (ii) a written undertaking, in form and substance satisfactory to the Committee, that such Transferee shall Transfer any Awards (vested or unvested) back to the Grantee if such Transferee ceases to be a Family Member of such Grantee and (iii) a written agreement acknowledging that such Transferred Award is subject to vesting, may never become vested and is subject to the terms and conditions of the Plan, the Award Agreement and the LLC Agreement.  Any proposed Transfer of vested Awards of Class B Units shall be in accordance with the LLC Agreement and the Award Agreement.

(b)Awards that ate convertible, exercisable or exchangeable for or into Class B Units may not be Transferred at any time prior to such conversion, exercise or exchange; provided, however, that the Grantee may Transfer any unvested Award to any one or more of the Grantee’s Family Members provided the Award remains subject to this Plan and any Award Agreement (including any repurchase rights in favor of the Company).  As a condition to such Transfer, (i) the Transferee shall execute and deliver to the Company (A) a written undertaking, in form

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and substance satisfactory to the Committee, that such Transferee shall Transfer any Awards (vested or unvested) back to the Grantee if such Transferee ceases to be a Family Member of such Grantee and (B) a written agreement (1) acknowledging that such Transferred Award is subject to vesting, may never become vested, and is subject to the terms of the Plan, the Award Agreement and, upon conversion, exercise or exchange, the LLC Agreement and (2) agreeing to execute and deliver to the Company, upon the conversion, exercise or exchange of the Award, a Joinder Agreement and a written undertaking referred to above, and (ii) each such agreement referred to in clause (2) above is, in fact, executed and delivered to the Company upon the conversion, exercise or exchange of the Award.

Section 10.Conformity to Section 409A of the Code.  It is intended that all Awards under this Plan and any Award Agreement, either be exempt from or comply with Section 409A.  All options or other similar Awards that are granted with an exercise price shall be granted with an exercise price, such that the Award would not constitute deferred compensation under Section 409A.  Any ambiguity in this Plan and any Award Agreement shall be interpreted to comply with Section 409A.  To the extent applicable, (i) each amount or benefit payable pursuant to this Plan and any Award Agreement shall be deemed a separate payment for purposes of Section 409A and (ii) in the event the stock of the Company is publicly traded on an established securities market or otherwise and the Grantee is a “specified employee” (as determined under the Company’s administrative procedure for such determinations, in accordance with Section 409A) at the time of the Grantee’s termination of employment, any payments under this Plan or any Award Agreement that are deemed to be deferred compensation subject to Section 409A shall not be paid or begin payment until the earlier of the Grantee’s death and the first day following the six (6) month anniversary of the Grantee’s date of termination of employment.

Section 11.Adjustment.  If, prior to the complete conversion, exchange or exercise of any A ward that is convertible, exchangeable or exercisable for or into Class B Units, the Units of the Company shall be split up, converted, exchanged, reclassified, or in any way substituted for or in the event of any extraordinary dividend or extraordinary distribution (of cash, Units, securities or other property), then the Award, to the extent it has not been converted, exchanged or exercised, shall be adjusted as the Committee deems appropriate to prevent the enlargement or dilution of rights of the Grantee, provided, however, that any such adjustment shall, to the extent applicable, be in accordance with the regulations promulgated under Section 409A so as not to cause a modification or deemed new grant of the Award.  For avoidance of doubt, in no event shall any distributions for taxes or any regularly scheduled distribution or dividend paid pursuant to a distribution or dividend policy established by the Board constitute extraordinary dividends or extraordinary distributions.

Section 12.Amendment Suspension or Termination of the Plan.  The Board may from time to time suspend, discontinue, terminate, revise or amend (i) the Plan in any respect whatsoever and (ii) any Award Agreement, to the extent provided in such Award Agreement; provided, however, that in no event shall any such action adversely affect the rights of any Grantee in any material respect (without regard to any effect resulting from the individual circumstances of such Grantee) with respect to any previously granted Award without such Grantee’s consent, except to the extent such action is required by, or is necessary to comply with, law.

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Section 13.General Provisions.

(a)No Right to Employment.  Nothing contained in this Plan, any Award Agreement or the LLC Agreement shall confer upon any Grantee the right to continue in the employ of or association with the Company, its subsidiaries or its affiliates, or affect any rights which the Company, its subsidiaries or its affiliates may have to terminate such employment or association for any reason at any time.

(b)Non-Uniform Determinations.  The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards (whether or not such persons are similarly situated).  Without limiting the generality of the foregoing, the Committee shall be entitled, among, other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to the person to receive Awards under the Plan, and the terms and provisions of Awards under the Plan.

(c)Freedom of Action.  Nothing contained in the Plan or any Award Agreement shall be construed to prevent the Company, its subsidiaries, its affiliates, or any of the holders of Class A Units from taking any corporate action, including, but not limited to, any recapitalization, reorganization, merger, consolidation, dissolution or sale, which is deemed by the Company, its subsidiaries, its affiliates or such holders to be appropriate or in its or their best interest, whether or not such action would have an adverse effect on the Plan or any Awards thereunder.

(d)Section Headings; Construction.  The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections.  All words used in this Plan shall be construed to be of such gender or number, as the circumstances require.  Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

(e)Governing Law.  This Plan, any Award Agreement hereunder and any conflicts arising, hereunder or related hereto shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws, regardless of the laws that might otherwise govern under applicable principles, to the fullest extent permitted by law, of conflicts of laws.

(f)Severability; Entire Agreement.  In the event any provision of this Plan or any Award Agreement shall be held illegal, invalid or unenforceable for any reason, the illegality, invalidity or unenforceability shall not affect the remaining provisions of this Plan and such illegal, invalid or unenforceable provision shall be deemed modified as if the illegal, invalid or unenforceable provisions had not been included.  The Plan, any Award Agreement and the LLC Agreement contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral, with respect to the subject matter thereof.

(g)Survival of Terms; Conflicts.  The provisions of this Plan shall survive the termination of this Plan to the extent consistent with, or necessary to carry out, the purposes

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thereof.  To the extent of any conflict between the Plan, any Award Agreement and the LLC Agreement, the LLC Agreement shall control; provided, however, that the Plan may impose greater restrictions or grant lesser rights than the LLC Agreement; and provided, further, that any Award Agreement may impose greater restrictions or grant lesser rights than either the LLC Agreement or the Plan.  Subject to the second proviso in the immediately preceding sentence, in the event of any conflict between the Plan and any Award Agreement, the Plan shall control.

(h)No Third Party Beneficiaries.  Except as expressly provided therein, none of the Plan, any Award Agreement or the LLC Agreement shall confer on any person other than the Company and the Grantee any rights or remedies thereunder.

(i)Successors and Assigns.  The terms of this Plan shall be binding upon and inure to the benefit of the Company, its subsidiaries and their successors and assigns.

(j)Notices.  All notices, requests, waivers and other communications under the Plan or any Award Agreement shall be in writing and shall be deemed to be effectively given, sent, provided, delivered or received (i) when personally delivered to the party to be notified, (ii) when sent by confirmed facsimile or by electronic mail (“e-mail”) to the party to be notified, (iii) three (3) Business Days after deposit in the United States mail, postage prepaid, by certified or registered mail with return receipt requested, addressed to the party to be notified or (iv) one (1) Business Pay after deposit with a national overnight delivery service, postage prepaid, addressed to the party to be notified with next-Business Day delivery guaranteed, in each case sent or addressed to the Company at its principal office and to the Grantee at the Grantee’s mailing address, facsimile number or e-mail address as carried in the record books of the Company or at such other mailing address, facsimile number or e-mail address as the Grantee may from time to time designate in writing to the Company.  The Grantee may change his or her mailing address, facsimile number or e-mail address for purposes of notice hereunder by giving notice of such change to the Company as provided herein.

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EX-21.1

Exhibit 21.1

Subsidiaries of Neff Corporation

Neff Holdings LLC, a Delaware limited liability company

Neff LLC, a Delaware limited liability company

Neff Rental LLC, a Delaware limited liability company

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 2 to Registration Statement No. 333-198559 on Form S-1 of our report dated September 3, 2014, relating to the financial statement of Neff Corporation appearing in the Prospectus, which is a part of such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Miami, Florida

October 29, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 2 to Registration Statement No. 333-198559 on Form S-1 of our report dated September 3, 2014, relating to the consolidated financial statements of Neff Holdings LLC and subsidiaries appearing in the Prospectus, which is a part of such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Miami, Florida

October 29, 2014