Exhibit 10.9
MANAGEMENT RIGHTS
AGREEMENT
THIS MANAGEMENT RIGHTS AGREEMENT
(this “ Agreement ”) is effective as of
June 3, 2005, by and among Odyssey Investment Partners Fund
III, L.P., a Delaware limited partnership ( “OIP
III” ), Odyssey Investment Partners, LLC, a Delaware
limited liability company (“ Odyssey LLC ”),
Iron Merger Partnership, a Delaware partnership ( “Iron
Merger” ), Neff Corp., a Delaware corporation (“
Neff Corp ”) and Neff Rental, Inc., a Florida
corporation ( “Neff Rental” ).
RECITALS
WHEREAS , (i) Neff Rental is wholly owned by Neff
Corp; (ii) Iron Merger owns approximately 66.1% of the
Class A common stock of Neff Corp; and (iii) Iron Merger
is wholly owned by OIP III and Odyssey LLC as of the date
hereof;
WHEREAS , Iron Merger, Neff Corp and Neff Rental wish to
set forth their understanding with regard to the operations,
control and management of Neff Corp and Neff Rental; and
WHEREAS , OIP III has requested to be granted, and Iron
Merger, Neff Corp and Neff Rental have agreed to grant to OIP III,
the right to review the books and records of Neff Corp and Neff
Rental and consult with management of Neff Corp and Neff Rental
regarding their operations.
AGREEMENT
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1.
Certain
Definitions . As used in this
Agreement, the following terms shall have the following respective
meanings:
(a)
“
Beneficial Ownership
” means
the power, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, to
(i) vote, or to direct the voting of, a security; and
(ii) dispose, or to direct the disposition of, such
security. “ Beneficially Owns ” shall mean having
Beneficial Ownership.
(b)
“
Neff Corp Board ” means the board of
directors of Neff Corp.
(c)
“
Neff Rental Board
” means
the board of directors of Neff Rental.
(d)
“
Voting Securities
” shall
mean with respect to any entity, all debt or equity securities of
such entity entitled to vote for the board of directors, board of
managers or other similar body elected or appointed to manage the
business of such entity.
2.
Designation
and Election of Directors .
(a)
During the term
of this Agreement, OIP III shall be entitled to nominate one
director to serve as a member of the Neff Corp Board (the
“Neff Corp
Nominee” ) and one director to serve
as a member of the Neff Rental Board (the “Neff Rental Nominee”
).
(b)
OIP III hereby
designates William H. Hopkins as the Neff Corp Nominee and as the
Neff Rental Nominee.
(c)
With respect to
the Neff Corp Nominee, Iron Merger agrees to (i) vote (at any
regular or special meeting of Neff Corp) or cause its direct and
indirect subsidiaries to vote all of the Voting Securities of Neff
Corp then Beneficially Owned by it (whether so Beneficially Owned
as of the date hereof or hereafter acquired) in favor of, or
otherwise to consent to the election or appointment of the Neff
Corp Nominee to the Neff Corp Board; and (ii) take all other
actions necessary and appropriate (whether by vote or consent or
otherwise) to cause the election or appointment of the Neff Corp
Nominee to the Neff Corp Board.
(d)
With respect to
the Neff Rental Nominee, each of Iron Merger and Neff Corp agrees
to (i) vote (at any regular or special meeting of Neff Rental)
or cause its direct and indirect subsidiaries to vote all of the
Voting Securities of Neff Rental then Beneficially Owned by it
(whether so Beneficially Owned as of the date hereof or hereafter
acquired) in favor of, or otherwise to consent to the election or
appointment of the Neff Rental Nominee to the Neff Rental Board;
and (ii) take all other actions necessary and appropriate
(whether by vote or consent or otherwise) to cause the election or
appointment of the Neff Rental Nominee to the Neff Rental
Board.
(e)
If the Neff Corp
Nominee or Neff Rental Nominee shall be unable or unwilling to
serve prior to his or her election or appointment to the Neff Corp
Board or Neff Rental Board, as applicable, OIP III shall be
entitled to nominate a replacement who shall then be the respective
Neff Corp Nominee or Neff Rental Nominee for the purposes of this
Agreement. If, following election or appointment to the Neff
Corp Board or Neff Rental Board, the Neff Corp Nominee or Neff
Rental Nominee shall resign or be removed for cause or be unable to
serve by reason of death or disability, OIP III shall, within 30
days of such event, notify the respective Neff Corp Board or Neff
Rental Board in writing of a replacement, and all parties hereto
shall take such steps as may be necessary to elect or appoint such
replacement to the Neff Corp Board or the Neff Rental Board to fill
the unexpired term of the respective Neff Corp Nominee or Neff
Rental Nominee.
(f)
Each party hereto
agrees not to take any action without the written consent of OIP
III, which consent may be given or withheld in OIP III’s sole
discretion, to remove, whether or not for cause, the Neff Corp
Nominee from the Neff Corp Board or the Neff Rental Nominee from
the Neff Rental Board following his or her election thereto,
including, without limitation, by decreasing the size of the Neff
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