Exhibit 4.8a


 


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 Security Agreement dated as of July
8, 2005 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Security Agreement”; capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
to such terms in the Security Agreement) the Credit Parties are required by
Section 4.18 of the Indenture and Section 19 of the Security 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 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 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.


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 (as defined in the Pledge Agreement) 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 (as
defined in the Pledge Agreement) of the New Subsidiary identified on Schedule 1
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 (as
defined in the Pledge Agreement).


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 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 before any Governmental Authority
by or in favor of the New Subsidiary.


(i)            Schedule
9 hereto lists all real property that is owned, leased or subleased by the New
Subsidiary as of the date hereof.  Schedule
9 hereto thither lists any real property with respect to which the New
Subsidiary or any of its Subsidiaries is a lessor, sublessor or assignor as of
the date hereof.


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


 


2

















 


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:

  



 


 


4

















 


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.


 


5

















 


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