Exhibit 4.3a


 


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, dated as of June 3, 2005 and amended and restated in its entirety as
of July 8, 2005 (the “Indenture”), pursuant to which the Issuers issued
$80.0 million in aggregate principal amount of their 13% Senior Subordinated
Notes due 2013 (the “Notes”);


WHEREAS, the Indenture
provides 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 shall unconditionally guarantee all
of the Issuers’ Obligations under the Notes and the Indenture on the terms and
conditions 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:


1.             Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


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 the Indenture, including but not limited to Article 11 thereof,
and agrees that it shall be subject to, and bound by, all of the terms of the
Indenture applicable to the Guarantors.


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.


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 Subsidiary 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.


5.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


6.             Counterparts.  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.


7.             Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


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]


 


2

















 


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:  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

  



 


3