EXHIBIT 99.2
Notice of Guaranteed Delivery
For Tender of
10 1/4% Senior Subordinated Notes due 2008 in
Exchange for Registered 10 1/4% Senior Subordinated
Notes due 2008
of
NEFF CORP.
This form must be used to accept the Exchange Offer of Neff Corp. (the
"Company") made pursuant to the Prospectus dated _________________, 1999 (the
"Prospectus") if certificates for the 10 1/4% Senior Subordinated Notes due 2008
(the "Old Notes") of the Company are not immediately available or if the Old
Notes, the Letter of Transmittal or any other documents required thereby cannot
be delivered to the Exchange Agent prior to 5:00 P.M., New York City time, on
the Expiration Date (as defined in the Prospectus). Such form may be delivered
by hand or transmitted by facsimile transmission, overnight courier or mail to
the Exchange Agent. Capitalized terms used but not defined herein have the
meaning given to them in the Prospectus.
The Exchange Agent for the Exchange Offer is:
State Street Bank & Trust Company
BY MAIL: OVERNIGHT COURIER:
State Street Bank & Trust Company State Street Bank & Trust Company
Corporate Trust Department Corporate Trust Department
P.O. Box 778 Two International Place
Boston, Massachusetts 02102 Boston, Massachusetts 02110
Attention: _________ Attention: _________
BY HAND IN NEW YORK (AS DROP AGENT): BY HAND IN BOSTON:
State Street Bank & Trust Company, N.A. State Street Bank & Trust Company
61 Broadway Two International Place
15th Floor, Corporate Trust Window Fourth Floor, Corporate Trust Department
New York, New York 10006 Boston, Massachusetts 02110
FACSIMILE TRANSMISSION: CONFIRM BY TELEPHONE:
(For Eligible Institutions Only) (617) 664-5314
(617) 664-5290
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Delivery of this instrument to an address, or transmission of
instructions via a facsimile, other than as set forth above, does not constitute
a valid delivery.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal to be used to tender Old Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the Letter
of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Neff Corp., a Delaware corporation (the
"Company"), upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal (which together constitute the
"Exchange Offer"), receipt of which is hereby acknowledged, __________________
________________________________________________ (number of Old Notes) Old Notes
pursuant to the guaranteed delivery procedures set forth in Instruction 1 of the
Letter of Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Old Notes (if
available) Name(s) of Record Holder(s)
-------------------------------------------- ------------------------------------------------
Please Print or Type
--------------------------------------------
Address ----------------------------------------
-------------------------------------------------
Area Code & Tel. No. ----------------------------
Signature(s) ------------------------------------
-------------------------------------------------
Dated: ------------------------------------------
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for
Old Notes or on a security position listing as the owner of Old Notes, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
provide the following information.
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Please print name(s) and addresses)
Name(s):-----------------------------------------------------------------------
Capacity:----------------------------------------------------------------------
Address(es):-------------------------------------------------------------------
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Old Notes tendered hereby to the Exchange Agent within the time
period set forth and that failure to do so could result in financial loss to the
undersigned.
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby (a) represents that the above named person(s) "own(s)" the Old Notes
tendered hereby within the meaning of Rule 10b-4 under the Exchange Act, (b)
represents that such tender of Old Notes complies with Rule l0b-4 under the
Exchange Act and (c) guarantees that delivery to the Exchange Agent of
certificates for the Old Notes tendered hereby, in proper form for transfer,
with delivery of a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) with any required signature and any other
required documents, will be received by the Exchange Agent at one of its
addresses set forth above within three business days after the date of the
execution of the Notice of Guaranteed Delivery. The undersigned acknowledges
that it must deliver the Letter of Transmittal and Old Notes tendered hereby to
the Exchange Agent within the time period set forth and that failure to do so
could result in financial loss to the undersigned.
Name of Firm________________________________ ______________________________
Authorized Signature
Address_____________________________________ Name__________________________
Please Print or Type
____________________________________________
Zip Code Title_________________________
Area Code and Tel. No.______________________
Dated:______________________________________ Date__________________________
NOTE: DO NOT SEND OLD NOTES WITH THIS FORM; OLD NOTES SHOULD BE SENT WITH
YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE
AGENT WITHIN THREE BUSINESS DAYS AFTER THE DATE OF THE EXECUTION OF
THE NOTICE OF GUARANTEED DELIVERY.
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