Exhibit 4.9a


EXECUTION
COPY


 


JOINDER AGREEMENT


JOINDER AGREEMENT (this “Agreement”)
dated as of May 22, 2006, is by and among Valley Rents and Ready Mix, Inc., a
Delaware corporation (the “New Subsidiary”) and Wells Fargo Bank,
National Association, as collateral agent (in such capacity, the “Agent”)
for the holders of Note Obligations (as defined below).


Pursuant to the Indenture
dated as of July 8, 2005 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Indenture”), among Neff
Rental LLC, a Delaware limited liability company (“Neff LLC”), Neff
Finance Corp., a Delaware corporation (“Neff Finance” and, together with
Neff LLC, the “Borrowers”, and each, a “Borrower”), Neff Rental,
Inc., a Florida corporation (“NEFF”), each of the other Persons named
therein as a Guarantor (as defined in the Indenture), and Wells Fargo Bank,
National Association, as Trustee, and the Pledge Agreement dated as of July 8,
2005 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Pledge Agreement”; capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to such terms
in the Pledge Agreement) the Credit Parties are required by Section 4.18 of the
Indenture and Section 22 of the Pledge Agreement to cause the new Subsidiary (“New
Subsidiary”) to become a Credit Party thereunder.  Accordingly, the New Subsidiary hereby agrees
as follows with the Agent, for the benefit of the Secured Parties, that:


1.             The New
Subsidiary hereby acknowledges, agrees and confirms that, by its execution of
this Agreement, the New Subsidiary will be deemed to be a party to the
Indenture for all purposes of the Indenture and the other Note Documents, and
shall have all of the obligations of a Credit Party thereunder as if it had
executed the Indenture.  The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions applicable to the Credit Parties in
the Indenture and the other Note Documents.


2.             The New
Subsidiary hereby acknowledges, agrees and confirms that, by its execution of
this Agreement, the New Subsidiary will be deemed to be a party to the Security
Agreement as a Grantor (as defined in the Security Agreement) for all purposes
of the Security Agreement and the other Note Documents, and shall have all the
obligations of a Grantor thereunder as if it had executed the Security
Agreement.  The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Security Agreement.  Without limiting generality of the foregoing
terms of this paragraph 2, the New Subsidiary hereby grants, assigns, conveys,
mortgages, pledges, hypothecates and transfers to Agent, for 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 Security Agreement) of such New
Subsidiary, whether owned or consigned by or to, or leased from or to, such New
Subsidiary, 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 Note Obligations (as defined in the Security
Agreement).


3.             The New
Subsidiary hereby acknowledges, agrees and confirms that, by its execution of
this Agreement, the New Subsidiary will be deemed to be a party to the Pledge
Agreement and a Pledgor for all purposes of the Pledge Agreement and the other
Note Documents, and shall have all the obligations of a Pledgor thereunder as
if it had executed the





















Pledge
Agreement.  The New Subsidiary hereby
ratifies, as of the 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 3, the New Subsidiary hereby grants and pledges to
Agent, for the benefit of the Secured Parties, a second priority security
interest in the Pledged Collateral of the New Subsidiary identified on Schedule
I hereto and all other Pledged Collateral of the New Subsidiary 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
Subsidiary hereby represents and warrants to the Agent that:


(a)           The
New Subsidiary’s official name, type of entity and state of organization or
incorporation are as set forth on the signature pages hereto.


(b)           The
New Subsidiary’s chief executive office and principal place of business and
other offices are located at the locations set forth on Schedule 2 hereto.


(c)           Other
than as set forth on Schedule 3 hereto, the New Subsidiary has not changed its
official name or changed its state of organization or incorporation, been party
to a merger, consolidation or other change in structure or used any tradename
in the prior five years.


(d)           Schedule
4 hereto includes all warehouses, consignees and processors with whom Inventory
is stored or located and other premises where Collateral is stored or located.


(e)           Schedule
5 hereto includes all the locations of the New Subsidiary’s books and records
concerning the Collateral.


(f)            Schedule
6 hereto includes a list of Persons from whom the New Subsidiary has acquired
assets during the past five (5) years, other than assets acquired in the
ordinary course of the New Subsidiary’s business.


(g)           Schedule
7 hereto includes all Patents, Trademarks and Copyrights (each as defined in
the Security Agreement) owned by or licensed to the New Subsidiary in its own
name, or to which the New Subsidiary is a party, as of the date hereof, that is
used in or necessary for the conduct of its business as currently conducted
that is material to the condition (financial or otherwise).


(h)           Schedule
8 hereto includes all Commercial Tort Claims (as defined in the Security
Agreement) before any Governmental Authority by or in favor of the New
Subsidiary.


(i)            Schedule
9 hereto lists all Real Estate (as defined in the Security Agreement) that is
owned, leased or subleased by the New Subsidiary as of the date hereof.  Schedule 9 hereto further lists any Real
Estate with respect to which the New Subsidiary or any of its Subsidiaries is a
lessor, sublessor or assignor as of the date hereof.


2

















(j)            Schedule
10 hereto lists all locations of tangible personal property that is owned or
leased by the New Subsidiary as of the date.


5.             The New
Subsidiary hereby acknowledges, agrees and confirms that, by its execution of
this Agreement, the New Subsidiary will be deemed to be a party to the
Intercreditor Agreement and a Credit Party (as defined in the Intercreditor
Agreement) for all purposes of the Intercreditor Agreement and the other Note
Documents, and shall have all the obligations of a Credit Party thereunder as
if it had executed the Intercreditor Agreement. 
The New Subsidiary hereby ratifies, as of the date hereof, and agrees to
be bound by, all of the terms, provisions and conditions contained in the
Intercreditor Agreement.


6.             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.


7.             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
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES.


 


 


 


[signature
pages follow]


 


3

















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.


	
   

  	
  VALLEY RENTS AND READY MIX, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



Acknowledged and accepted as of the date 

first written above:


WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Agent,


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  


















 


SCHEDULE
I


to


JOINDER
AGREEMENT


 


 


	
  Name of New Subsidiary

  	
   

  	
  Type of Entity

  	
   

  	
  State of Incorporation

  
	
  Valley
  Rents and Ready Mix, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  



 


 

















 


SCHEDULE
II


to


JOINDER
AGREEMENT


 


 


	
  Chief Executive Office

  	
   

  	
  Principal Place of Business

  	
   

  	
  Other Offices

  
	
  8455 Sierra College Blvd.

  Roseville, CA 95661

  	
   

  	
  8455 Sierra College Blvd.

  Roseville, CA 95661

  	
   

  	
  9875 Dino Drive

  Elk Grove, CA 95624

  



 

















 


SCHEDULE
III


to


JOINDER
AGREEMENT


 


On May 18, 2006, River City Connections, Inc.,
a California corporation, merged with and into the New Subsidiary.


 

















 


SCHEDULE
IV


to


JOINDER
AGREEMENT


 


None.


 

















 


SCHEDULE
V


to


JOINDER
AGREEMENT


 


 


	
  Locations of Books and Records
  concerning the Collateral

  
	
  8455 Sierra College Blvd.

  
	
  Roseville, CA 95661

  



 

















 


SCHEDULE
VI


to


JOINDER
AGREEMENT


 


None.

















 


SCHEDULE
VII


to


JOINDER
AGREEMENT


 


 


None.


 

















 


SCHEDULE
VIII


to


JOINDER
AGREEMENT


 


None.


 

















 


SCHEDULE
IX


to


JOINDER
AGREEMENT


 


	
  Real Property Leased by the New Subsidiary

  
	
  8455 Sierra College Blvd.

  
	
  Roseville, CA 95661

  
	
  9875 Dino Drive

  
	
  Elk Grove, CA 95624

  



 


The New Subsidiary does not own or sublease
any real property.


 

















 


SCHEDULE
X


to


JOINDER
AGREEMENT


 


	
  Location of Personal Property Owned or Leased by
  the New Subsidiary

  
	
  8455
  Sierra College Blvd.

  
	
  Roseville,
  CA 95661

  
	
  9875
  Dino Drive

  
	
  Elk
  Grove, CA 95624