Exhibit 4.5a


 


EXECUTION COPY


JOINDER
AGREEMENT


to Registration Rights
Agreement


Neff Rental LLC and Neff
Finance Corp. 

$245,000,000 111⁄4% Second Priority Senior Secured Notes due 2012


 


                This
AGREEMENT (the “Joinder Agreement”) is made as of May 22, 2006 by Valley
Rents and Ready Mix, Inc., a Delaware corporation (“Valley Rents”) with
respect to that certain registration rights agreement, dated as of July 8, 2005
(the “Registration Rights Agreement”), 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 “Guarantor”), and Credit Suisse
Securities (USA) LLC (as successor to Credit Suisse First Boston LLC, the “Initial
Purchaser”).


 


                WHEREAS, Valley
Rents is a newly-formed Delaware corporation and a wholly-owned indirect
subsidiary of the Company;


 


                WHEREAS, the
Registration Rights Agreement was entered into in connection with that certain
purchase agreement, dated as of July 8, 2005 (the “Purchase Agreement”),
among the Issuers, the Guarantor and the Initial Purchaser, pursuant to which
the Initial Purchaser purchased $245.0 million in aggregate principal amount of
the Issuers’ 111⁄4% Second Priority Senior Secured Notes due 2012 (the “Notes”)
issued pursuant to an indenture, dated as of July 8, 2005 (the “Indenture”),
among the Issuers, the Guarantor and Wells Fargo Bank, National Association, as
trustee, in a transaction that was exempt from the registration requirements of
the U.S. Securities Act of 1933, as amended (the “Act”), in reliance on
Rule 4(2) under the Act, and the Initial Purchaser proposed to resell the
Initial Securities to investors in reliance on Rule 144A and Regulation S
promulgated under the Act;


 


                WHEREAS, the
Company and its subsidiaries have consummated a transaction in which Valley
Rents merged with River City Connections, Inc., a California corporation, with
Valley Rents surviving as the successor corporation (the “Acquisition”);


 


                WHEREAS, in
connection with the Acquisition, Valley Rents has guaranteed certain
indebtedness of the Guarantor and, accordingly, has been required to become a
guarantor under the Indenture and has executed a supplemental indenture to the
Indenture dated the date hereof (the “Supplemental Indenture”);


 


                NOW THEREFORE, for
good and valuable consideration receipt of which is hereby acknowledged, Valley
Rents hereby enters into this Joinder Agreement to the Registration Rights
Agreement for the benefit of the Initial Purchaser and the several holders of
the Notes and hereby:


 


1.               unconditionally and
irrevocably assumes, confirms and agrees to perform and observe each and every
of the covenants, agreements, terms, conditions, obligations, appointments,
duties, promises and liabilities of the Company under the Registration Rights
Agreement, as if Valley Rents had executed the Registration Rights Agreement
simultaneously with the Company on the date thereof as an original signatory
thereto; provided that (a) no default shall
be deemed to have occurred due to the fact that Valley Rents was not a party to
the Registration Rights Agreement prior to the date hereof and (b) Valley
Rents shall not be required to become a registrant with respect to any
registration statement filed pursuant to the Registration Rights Agreement
until the first time any such registration statement or amendment thereto shall
be filed after the date of this Joinder Agreement);


 

















 


2.               covenants and agrees to
promptly execute and deliver any and all further documents and take such
further action as the Initial Purchaser may reasonably require to effect the
purpose of this Joinder Agreement.


                This Joinder Agreement does not cancel, extinguish,
limit or otherwise adversely affect any right or obligation of the parties to
the Registration Rights Agreement, the Purchase Agreement, the Indenture or the
Supplemental Indenture (collectively, the “Agreements”).  The parties hereto acknowledge and agree that
all of the provisions of each of the Agreements shall remain in full force and
effect.


                This Joinder Agreement may not be amended or modified
except by a writing executed by each of the parties hereto.  This Joinder Agreement may be executed in one
or more counterparts, each of which will be deemed an original, but all of
which taken together will constitute one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Joinder Agreement by facsimile transmission shall be
effective as delivery of a manually signed counterpart.  This Joinder Agreement shall be governed by
and construed in accordance with the laws of the State of New York.


 


[signature page
follows]


 


2

















 


                IN WITNESS
WHEREOF, the undersigned has executed this Joinder Agreement the date first
above written.


 


	
   

  	
  VALLEY
  RENTS AND READY MIX, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


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