Exhibit 4.1a


 


EXECUTION COPY


 


FIRST
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 22,
2006, among Neff Rental LLC, a Delaware limited liability company (the “Company”),
Neff Finance Corp., a Delaware corporation (together with the Company, the “Issuers”),
Neff Rental, Inc., a Florida corporation (the “Existing Guarantor”),
Valley Rents and Ready Mix, Inc., a Delaware corporation and an indirect
subsidiary of the Company (the “Additional Guarantor”), and Wells Fargo
Bank, National Association, as trustee (the “Trustee”).


WITNESSETH


WHEREAS, the Issuers and the
Existing Guarantor have heretofore executed and delivered to the Trustee an
indenture (the “Indenture”) dated as of July 8, 2005, pursuant to which
the Issuers have issued $245.0 million in aggregate principal amount of their 111⁄4%
Second Priority Senior Secured Notes due 2012 (the “Notes”);


WHEREAS, Sections 4.18 and
11.03 of the Indenture provide that under certain circumstances the Issuers
shall cause the Additional Guarantor to execute and deliver to the Trustee a supplemental
indenture pursuant to which the Additional Guarantor will Guarantee payment of
the Notes on the same terms and conditions as those set forth in Article 11 of
the Indenture; and


WHEREAS, pursuant to Section
9.01 of the Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture.


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Issuers, the Existing
Guarantor, the Additional Guarantor and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:


SECTION
1. Capitalized Terms.  Capitalized
terms used herein but not defined shall have the meanings assigned to them in
the Indenture.


SECTION
2. Guarantee.  The Additional
Guarantor hereby agrees, jointly and severally with all other Guarantors, to unconditionally
guarantee the Issuers’ obligations under the Notes on the terms and subject to
the conditions set forth in Article 11 of the Indenture and to be bound by all
other applicable provisions of the Indenture (including Article 10).


SECTION
3. Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.


SECTION 4.  No
Recourse Against Others.  No past,
present or future director, officer, employee, incorporator, stockholder or
agent of the Additional Guarantor, as such, shall have any liability for any
obligations of the Issuers or any Guarantor under the Notes, any Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note
waives and releases all such liability. 
The waiver and release are part of the consideration


 

















 


for issuance of the Notes.  Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.


SECTION
5. Governing Law.  THIS
SUPPLEMENTAL INDENTURE AND THE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


SECTION
6. Counterpart Originals.  The
parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.


SECTION
7 Headings, etc. The headings of the Sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.


SECTION 8.  The
Trustee.  The Trustee shall not be responsible
in any manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made solely by the Issuers, the Existing
Guarantor and the Additional Guarantor.


 


[signature page follows]


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written.


Dated as of May     ,
2006


	
   

  	
  VALLEY RENTS AND READY MIX, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF RENTAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


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