UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended: March 31, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 001-14145
NEFF CORP.
(Exact Name of registrant as specified in its charter)
DELAWARE 65-0626400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) I.D. No.)
3750 N.W. 87th Avenue, Miami, Florida 33178
(Address of principal executive offices) (Zip Code)
(305) 513-3350
(Registrant's telephone number, including area code)
_________________________
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 16,065,000 shares of
Class A Common Stock, $.01 par value and 5,100,000 shares of Class B Common
Stock, $.01 par value, outstanding at May 1, 2000.
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Neff Corp.
Quarterly Report on Form 10-Q
For the Quarter ended
March 31, 2000
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at March 31, 2000 (Unaudited) and
December 31,1999.......................................................... 3
Condensed Consolidated Statements of Operations for the three months ended
March 31, 2000, 1999 (Unaudited) and Pro Forma March 31, 1999
(Unaudited)............................................................... 4
Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2000 and 1999 (Unaudited)....................................... 5
Notes to Condensed Consolidated Financial Statements
(Unaudited)............................................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................ 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................................... 11
Item 6. Exhibits.................................................................. 12
SIGNATURE .......................................................................... 13
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
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NEFF CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<S> <C> <C>
March 31, December 31,
2000 1999
---- ----
(Unaudited)
ASSETS
Cash and cash equivalents ........................................ $ 6,613 $ 3,374
Accounts receivable, net of allowance for doubtful accounts of
$2,805 in 2000 and $2,904 in 1999 ................................. 35,333 53,740
Inventories ........................................................ 4,176 3,860
Rental equipment, net ............................................. 301,839 285,863
Property and equipment, net ......................................... 27,210 25,638
Goodwill, net ...................................................... 87,429 88,008
Prepaid expenses and other assets .................................. 13,404 11,223
--------- ---------
Total assets ................................................. $ 476,004 $ 471,706
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable ............................................... $ 29,831 $ 7,527
Accrued expenses and other ..................................... 28,050 22,734
Credit facility ............................................... 116,509 137,182
Senior subordinated notes ...................................... 198,683 198,670
Capitalized lease obligations .................................. 949 742
Net deferred tax liability ..................................... - 643
--------- ---------
Total liabilities ............................................ 374,022 367,498
--------- ---------
Commitments and contingencies
Stockholders' equity
Class A Common Stock, $.01 par value; 100,000 shares
authorized; 16,065 shares issued and outstanding ........ 161 161
Class B Special Common Stock, $.01 par value, liquidation
preference $11.67; 20,000 shares authorized; 5,100 shares
issued and outstanding .................................... 51 51
Additional paid-in capital ..................................... 127,759 127,759
Accumulated deficit .......................................... (25,989) (23,763)
--------- ---------
Total stockholders' equity ..................................... 101,982 104,208
--------- ---------
Total liabilities and stockholders' equity ..................... $ 476,004 $ 471,706
========= =========
The accompanying notes are an integral part of these condensed consolidated financial statements.
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<CAPTION>
NEFF CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)
For the Three Months Ended
March 31,
___________________________________________
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Pro Forma
2000 1999 1999
-------- -------- --------
Revenues
Rental revenues ................................... $ 42,756 $ 49,008 $ 38,258
Equipment sales ..................................... 12,284 31,698 12,831
Parts and service ............................ 4,076 10,946 3,130
-------- -------- --------
Total revenues ............................ 59,116 91,652 54,219
-------- -------- --------
Cost of revenues
Cost of equipment sold ............................ 10,018 25,799 10,340
Depreciation of rental equipment ..................... 10,403 13,142 9,570
Maintenance of rental equipment....................... 14,789 15,173 12,819
Cost of parts and service ........................... 2,175 6,976 1,827
-------- -------- -------
Total cost of revenues ......................... 37,385 61,090 34,556
-------- -------- -------
Gross profit .............................................. 21,731 30,562 19,663
-------- -------- -------
Other operating expenses
Selling, general and administrative expenses ........ 15,353 16,985 12,752
Other depreciation and amortization .................. 2,291 2,399 1,955
-------- -------- -------
Total other operating expenses ................. 17,644 19,384 14,707
-------- -------- -------
Income from operations .................................. 4,087 11,178 4,956
-------- -------- -------
Other expenses
Interest expense ................................... 7,532 9,152 6,621
Amortization of debt issue costs .................... 322 257 245
-------- -------- -------
Total other expense ............................. 7,854 9,409 6,866
-------- -------- -------
Income (loss) before income taxes and minority interest ... (3,767) 1,769 (1,910)
(Provision for) benefit from income taxes ................. 1,541 (624) 780
-------- -------- --------
Income (loss) before minority interest ................... (2,226) 1,145 (1,130)
Minority interest ........................................ - (438) -
-------- -------- --------
Net income (loss) ......................................... $ (2,226) $ 707 $(1,130)
======== ======== ========
Basic and diluted earnings (loss) per common share......... $ (0.11) $ 0.03 $ (0.05)
======== ======== ========
Weighted average common shares outstanding
Basic ............................................ 21,165 21,165 21,165
======== ======== ========
Diluted ............................................ 21,165 21,599 21,599
======== ======== ========
The accompanying notes are an integral part of these condensed consolidated financial statements.
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<CAPTION>
NEFF CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
For the Three Months Ended
March 31,
---------
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2000 1999
------- -------
Cash Flows from Operating Activities
Net income (loss) ......................................................... (2,226) $ 707
Adjustments to reconcile net income (loss) to net cash provided by operating
activities, net of acquisitions ......................................... 40,710 26,230
------- -------
Net cash provided by operating activities ........................... 38,484 26,937
------- -------
Cash Flows from Investing Activities
Purchases of equipment .................................................... (36,713) (41,911)
Proceeds from sale of equipment ........................................... 12,284 31,698
Purchases of property and equipment ....................................... (2,643) (3,656)
Collection of receivable from sale of subsidiary .......................... 12,500 -
Cash paid for acquisitions ................................................ - (7,146)
------- -------
Net cash used in investing activities ............................... (14,572) (21,015)
------- -------
Cash Flows from Financing Activities
Net repayments under Credit Facility ...................................... (20,673) (8,117)
Net repayments under capitalized lease obligations ........................ - (231)
Net borrowings under notes payable ........................................ - 3,609
------- -------
Net cash used in financing activities ..................................... (20,673) (4,739)
------- -------
Net increase in cash and cash equivalents ................................. 3,239 1,183
Cash and cash equivalents, beginning of period ............................ 3,374 4,340
------- -------
Cash and cash equivalents, end of period .................................. $ 6,613 $ 5,523
======= =======
The accompanying notes are an integral part of these condensed consolidated financial statements.
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NEFF CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim condensed consolidated financial
statements have been prepared by Neff Corp. (the "Company") and reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary for a fair presentation of financial results for the three
months ended March 31, 2000 and 1999, in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") for interim
financial reporting and pursuant to Article 10 of Regulation S-X. The
preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with U.S. GAAP have been
condensed or omitted pursuant to such rules and regulations. These unaudited
interim condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements for the year ended
December 31, 1999 appearing in the Company's Annual Report on Form 10-K, as
amended, filed with the Securities and Exchange Commission. The results of
operations for the three months ended March 31, 2000 are not necessarily
indicative of the results which may be reported for the year ending December 31,
2000.
The unaudited interim condensed consolidated financial statements include
the accounts of the Company and its subsidiaries. All material intercompany
transactions and balances have been eliminated in consolidation.
During 1999 the Company sold its interest in two of its subsidiaries.
The Company sold its 65% equity interest in S.A. Argentina ("Sullair") during
November 1999 and sold all of the capital stock of its wholly-owned subsidiary
Neff Machinery, Inc. ("Machinery") during December 1999. The pro forma condensed
consolidated statement of operations reflects the results of operations of the
Company for the quarter ended March 31, 1999 as if the sales of Sullair and
Machinery had occurred on January 1, 1999. This statement has been prepared by
adjusting the historical statement for the effects the sale of Sullair and
Machinery might have had on revenues, expenses, assets and liabilities, if the
sale of Sullair and Machinery had been effected as of January 1, 1999. This pro
forma financial statement does not necessarily reflect the consolidated results
of operations that would have existed had the sale of Sullair and Machinery
occurred as of January 1, 1999.
NOTE 2 - RECLASSIFICATIONS
Certain amounts for the prior year have been reclassified to conform with
the current year presentation.
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NEFF CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(unaudited)
NOTE 3 - SUPPLEMENTAL STATEMENTS OF CASH FLOWS INFORMATION
Three Months Ended
March 31,
------------------
2000 1999
---- ----
(in thousands)
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Supplemental Disclosure of Cash Flow Information
Cash paid for interest .............................. $ 2,761 $ 4,545
======= =======
Cash paid for taxes ............................... $ - $ 146
======= =======
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NOTE 4 - EARNINGS PER SHARE
The treasury stock method was used to determine the dilutive effect of
options on earnings per share data. Net income (loss) and weighted average
number of shares outstanding used in the computations are summarized as
follows (in thousands, except per share data):
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Three Months Ended
March 31,
------------------
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2000 1999
-------- --------
Net income (loss) (basic and diluted) .......... $ (2,226) $ 707
======== ========
Number of shares:
Weighted average common shares oustanding - Basic .... 21,165 21,165
Employee stock options (1) (2) .................. - 434
-------- --------
Weighted average common shares - Diluted ............. 21,165 21,599
======== ========
Net income (loss) per common share - Basic and diluted. $ (0.11) $ 0.03
======== ========
_______________
(1) Assumes exercise of outstanding options at the beginning of the period.
(2) Effects of employee stock options for the three months ended March
31, 2000 were not included as they were anti-dilutive.
</TABLE>
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NEFF CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(unaudited)
NOTE 5- SEGMENT INFORMATION
During 1999 the Company had three segments: Neff Rental, Inc. ("Rental"),
Machinery and Sullair. In November 1999 the Company sold its 65% equity interest
in Sullair. In December 1999 the Company sold its interest in Machinery (See
Note 1).
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis compares the quarter ended March 31,
2000 to the quarter ended March 31, 1999 and should be read in conjunction with
the Company's condensed consolidated financial statements and notes thereto
appearing elsewhere in this Form 10-Q and in conjunction with the Company's
Annual Report on Form 10-K, as amended, for the year ended December 31, 1999.
The matters discussed herein may include forward-looking statements that
involve risks and uncertainties which could result in operating performance that
is materially different from that implied in the forward-looking statements.
Risks that could cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to, risks inherent in
the Company's growth strategy, such as the uncertainty that the Company will be
able to identify, acquire and integrate attractive acquisition candidates, the
Company's dependence on additional capital for future growth, and the high
degree to which the Company is leveraged. Additional information concerning
these and other risks and uncertainties is contained from time-to-time in the
Company's filings with the Securities and Exchange Commission.
Overview
Since 1995, the Company has pursued an aggressive growth strategy,
increasing its number of equipment rental and sales locations to 84 as of March
31, 2000. The Company has achieved this growth through the addition of equipment
rental locations as a result of acquisitions, and the opening of 26 new
equipment rental locations (the "new rental locations") primarily throughout the
southeast and southwest regions of the United States. The Company intends to
continue to pursue its aggressive growth strategy by (i) making additional
acquisitions of equipment rental companies; (ii) increasing fleet at its
existing equipment rental locations in both existing and new product lines; and
(iii) continuing to open new equipment rental locations. During the fourth
quarter of 1999 the Company sold its equity interests in two consolidated
subsidiaries, Sullair Argentina S.A., an equipment rental company with
operations in South America ("Sullair") and Neff Machinery, Inc., an equipment
dealership company with operations in the Southern United States ("Machinery").
The Company had 84 rental locations at March 31, 2000, compared to 89 at March
31, 1999.
The Company primarily derives revenue from (i) the rental of equipment,
(ii) sales of new and used equipment and (iii) sales of parts and service. The
Company's primary source of revenue is the rental of equipment to construction
and industrial customers. Growth in rental revenue is dependent upon several
factors, including the demand for rental equipment, the amount of equipment
available for rent, rental rates and the general economic environment. The level
of new and used equipment sales is primarily a function of the supply and demand
for such equipment, price and general economic conditions. The age, quality and
mix of the Company's rental fleet also affect revenues from the sale of used
equipment. Revenues derived from the sale of parts and service are generally
correlated with sales of new equipment.
Costs of revenues include cost of equipment sold, depreciation and
maintenance costs of rental equipment and cost of parts and service. Cost of
equipment sold consists of the net book value of rental equipment at the time of
sale and cost for new equipment sales. Depreciation of rental equipment
represents the depreciation costs attributable to rental equipment. Maintenance
of rental equipment represents the costs of servicing and maintaining rental
equipment on an ongoing basis. Cost of parts and service represents costs
attributable to the sale of parts directly to customers and service provided for
the repair of customer owned equipment.
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Depreciation of rental equipment is calculated on a straight-line basis
over the estimated service life of the asset (generally two to eight years with
a residual value up to 20%, depending on the nature of the asset). Since January
1, 1996, the Company has made certain changes to its depreciation assumptions to
recognize extended estimated service lives and increased residual values of its
rental equipment. The Company believes that these changes in estimates will more
appropriately reflect its financial results by better allocating the cost of its
rental equipment over the service lives of these assets. In addition, the new
lives and residual values more closely conform to those prevalent in the
industry.
Selling, general and administrative expenses include sales and marketing
expenses, payroll and related costs, professional fees, property and other taxes
and other administrative overhead. Other depreciation and amortization
represents the depreciation associated with property and equipment (other than
rental equipment) and the amortization of goodwill and intangible assets.
Results of Operations
In view of the Company's growth, management believes that the
period-to-period comparisons of its financial results are not necessarily
meaningful and should not be relied upon as an indication of future performance.
In addition, the Company's results of operations may fluctuate from
period-to-period in the future as a result of the cyclical nature of the
industry in which the Company operates.
First Quarter Ended March 31, 2000 Compared to First Quarter Ended March 31,
1999 (in thousands)
Comparisons in this section are based on current year results and the pro
forma results of the Company excluding the operations of two of the Company's
subsidiaries, Sullair and Machinery, which were sold in the fourth quarter of
1999.
Revenues. Total revenues for the quarter ended March 31, 2000 increased
9.0% to $59,116 from $54,219 for the quarter ended March 31, 1999. This increase
is primarily due to the larger rental fleet resulting from acquisitions
completed during 1999 and the continued expansion of our rental fleet at
existing locations.
Gross Profit. Gross profit for the quarter ended March 31, 2000 increased
10.5% to $21,731 or 36.8% of total revenues from $19,663 or 36.3% of total
revenues for the quarter ended March 31, 1999. This increase in gross profit is
primarily due to the increase in total revenue. The increase in gross profit as
a percentage of revenue is primarily attributable to the increase in rental
revenues as a percentage of total revenues. Margins on rental revenues typically
exceed those earned on equipment sales.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the quarter ended March 31, 2000 increased 20.4% to
$15,353 or 26.0% of total revenues from $12,752 or 23.5% of total revenues for
the quarter ended March 31, 1999. The increase in selling, general and
administrative expenses is primarily attributable to the increase in the number
of locations operated by the Company and increased resources allocated to
regional and corporate personnel to support the continued growth of the Company.
Other Depreciation and Amortization. Other depreciation and amortization
expense for the quarter ended March 31, 2000 increased 17.2% to $2,291 or 3.9%
of total revenues from $1,955 or 3.6% of total revenues for the quarter ended
March 31, 1999. The increase is primarily attributable to depreciation
associated with additional investments in non-rental equipment.
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Interest Expense. Interest expense for the quarter ended March 31, 2000
increased 13.8% to $7,532 from $6,621 for the quarter ended March 31, 1999. The
increase is primarily attributable to rate increases on the Company's Credit
Facility.
Liquidity and Capital Resources (in thousands)
During the first quarter of 2000, the Company financed its growth and
made net repayments of borrowings from cash flows generated by operations.
Comparisons in this section are based on current year results and historical
results for 1999. The historical amounts for 1999 include the operations of
Sullair and Machinery which were sold during the fourth quarter of 1999.
For the three months ended March 31, 2000, net cash flows provided by
operating activities was $38,484, compared to net cash provided by operating
activities of $26,937 for the three months ended March 31, 1999. This increase
is primarily attributable to changes in working capital associated with the
operations of the Company.
Net cash used in investing activities for the three months ended March 31,
2000 was $14,572 as compared to $21,015 for the same period of the prior year.
This decrease is primarily attributable to a decrease in the amount of used
equipment sales, offset by the collection of a receivable associated with the
sale of Sullair during the fourth quarter of 1999.
Net cash used in financing activities was $20,673 for the three months
ended March 31, 2000, as compared to net cash provided of $4,739 for the same
period in the prior year. The net cash used in financing activities is primarily
attributable to repayments of borrowings under the Company's $219,500 revolving
credit facility (the "Credit Facility"). As of March 31, 2000, the Company had
approximately $102,991 available under its Credit Facility.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On December 17, 1999, the Company completed the sale of Neff Machinery,
Inc., a wholly-owned subsidiary. The Company received $90.5 million and recorded
a gain on the sale of $3.8 million. The terms of the purchase and sale agreement
(the "Agreement") provided for an adjustment to the purchase price based on the
assets and liabilities of Neff Machinery, Inc. at the date of closing. In the
opinion of the Company, it is due additional consideration of $8.8 million under
the terms of the Agreement. The purchaser believes it is due $20.3 million under
the terms of the Agreement. Because of the uncertainty of the outcome of this
dispute, the Company has not recorded any additional amounts that may be
receivable or payable under the terms of the Agreement.
The Company and the members of its Board of Directors are defendants in at
least six lawsuits filed in the Delaware Court of Chancery. Five of the suits
were filed on February 29, 2000, and one was filed on March 1, 2000. The
plaintiffs in the suits are Neff shareholders, and purport to bring the suits as
class actions on behalf of all persons who own the common stock of the Company.
The complaints allege, among other things, that the Company and the individual
defendants acted improperly in responding to a buyout bid made by a member of
management in February 2000. The plaintiffs seek, among other things, injunctive
relief and damages. The Company has not yet responded to the complaints.
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The Company is also a party to pending legal proceedings arising in the
ordinary course of business. While the results of such proceedings cannot be
predicted with certainty, the Company does not believe any of these matters are
material to its financial condition or results of operations.
ITEM 6. EXHIBITS
(a) Exhibits:
Exhibit Description
- ------- -----------
10.1 Fifth Amendment to Amended and Restated Credit Agreement dated
April 26, 2000 among Neff Corp., Neff Rental, Inc., Various Lenders,
and Bankers Trust Company, as Agent.
27 Financial Data Schedule
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEFF CORP.
Registrant
Date: May 4, 2000 /s/Mark H. Irion
-----------------
MARK H. IRION
Chief Financial Officer
On behalf of the registrant and as
Principal Financial and Accounting Officer
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FIFTH AMENDMENT
FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April
26, 2000, among NEFF CORP. (the "Company"), NEFF RENTAL, INC. ("Neff Rental",
and together with the Company, the "Borrowers", and each a "Borrower"), the
lenders party to the Credit Agreement referred to below (the "Lenders"), and
Bankers Trust Company, as Agent (the "Agent"). All capitalized terms used herein
and not otherwise defined herein shall have the respective meanings provided
such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Lenders and the Agent are party to a Credit
Agreement, dated as of May 1, 1998 (as amended, modified or supplemented to, but
not including, the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment, the parties
hereto agree as follows;
NOW, THEREFORE, it is agreed:
1. Section 9.07 of the Credit Agreement is hereby amended by inserting the
following new clause (h) at the end thereof:
(h) In addition to the foregoing, beginning in fiscal year 2000 and in each
fiscal year of the Company thereafter, the Company and its Subsidiaries may make
Capital Expenditures with the amount of cash proceeds received from the sales of
inventory in the ordinary course of business in an aggregate amount not to
exceed $40,000,000 in any such fiscal year; provided, however, that no
unutilized amounts from sales of inventory in any such fiscal year may be
carried forward to any fiscal year thereafter.
2. Section 9.08 of the Credit Agreement is hereby amended by (i) deleting
the part of the chart appearing therein from "March 31, 2000" to and including
"December 31, 2001" and (ii) inserting in lieu of the part so deleted the
following new chart:
March 31, 2000 2.50:1.00
June 30, 2000 2.50:1.00
September 30, 2000 2.50:1.00
December 31, 2000 2.90:1.00
March 31, 2001 3.00:1.00
June 30, 2001 3.00:1.00
September 30, 2001 3.00:1.00
December 31, 2001 3.00:1:00.
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3. Section 9.09 of the Credit Agreement is hereby amended and restated in
its entirety as follows:
9.09 Maximum Leverage Ratio. The Company will not permit the Leverage Ratio
at any time during a period set forth below to be greater than the ratio set
forth opposite such period below:
Period Ratio
January 1, 2000
through and including
December 30, 2000 4.50:1.00
December 31, 2000
through and including
March 30, 2001 4.00:1.00
March 31, 2001
through and including March 30, 2002 3.75:1.00
March 31, 2002 3.50:1.00
and thereafter
4. In order to induce the Lenders to enter into this Amendment, each
Borrower hereby represents and warrants that (i) no Default or Event of Default
exists as of the Fifth Amendment Effective Date (as defined below), after giving
effect to this Amendment, and (ii) on the Fifth Amendment Effective Date, after
giving effect to this Amendment, all representations and warranties contained in
the Credit Agreement and in the other Credit Documents are true and correct in
all material respects.
5. This Amendment shall become effective on the date (the "Fifth Amendment
Effective Date") when (i) each Borrower and the Required Lenders shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile transmission) the same to
the Agent at the Notice Office and (ii) the Company shall have paid to the Agent
for the account of each Lender who has executed a counterpart hereof and
delivered same to the Agent at the Notice Office on or prior to 12:00 Noon (New
York time) on April 26, 2000, an amendment fee equal to 0.25% of such Lenders'
Revolving Loan Commitment at such time.
6. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
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<PAGE>
7. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with each Borrower and the Agent.
8. THIS Amendment AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. * * *
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date hereof.
NEFF CORP.
By___________________________________
Title:
NEFF RENTAL, INC.
By___________________________________
Title:
BANKERS TRUST COMPANY, Individually
and as Agent
By___________________________________
Title:
DEUTSCHE FINANCIAL SERVICES
By___________________________________
Title:
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TRANSAMERICA BUSINESS CREDIT
CORPORATION
By___________________________________
Title:
LASALLE BUSINESS CREDIT, INC.
By___________________________________
Title:
CIT GROUP/BUSINESS CREDIT, INC.
By___________________________________
Title:
IBJ SCHRODER BUSINESS CREDIT
CORPORATION
By___________________________________
Title:
NATIONAL BANK OF CANADA
By___________________________________
Title:
SUMMIT BANK
By___________________________________
Title:
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FIRST UNION NATIONAL BANK
By___________________________________
Title:
UNION BANK OF CALIFORNIA N.A.
By___________________________________
Title:
BANK ATLANTIC
By___________________________________
Title:
BANKBOSTON, N.A.
By___________________________________
Title:
BANK POLSKA KASA OPIEKI S.A.
By___________________________________
Title:
CREDIT LYONNAIS
By___________________________________
Title:
- 18 -
<PAGE>
GMAC COMMERCIAL CREDIT LLC
By___________________________________
Title:
FLEET NATIONAL BANK
By___________________________________
Title:
- 19 -
<TABLE> <S> <C>
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<CIK> 0001057725
<NAME> Neff Corp.
<S> <C>
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0
0
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