Exhibit
4.6a


 


EXECUTION
COPY


JOINDER
AGREEMENT


to Registration Rights
Agreement


Neff Rental LLC and Neff
Finance Corp. 

$80,000,000 13% Senior Subordinated Notes due 2013


 


                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 DLJ Investment Partners II, L.P., DLJ
Investment Partners, L.P., DLJIP II Holdings, L.P., TCW/Crescent Mezzanine
Partners III, L.P., TCW/Crescent Mezzanine Trust III, TCW/Crescent Mezzanine
Partners III Netherlands, L.P., KKR Financial Corp., New York Life Investment
Management Mezzanine Partners, LP and NYLIM Mezzanine Partners Parallel Fund,
LP (collectively, the “Purchasers”).


 


                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 June 3, 2005 as amended and assigned pursuant
to that certain amendment/assignment agreement dated as of June 30, 2005 (collectively,
the “Purchase Agreement”), among the Issuers, the Guarantor and the
Purchasers, pursuant to which the Purchasers purchased $80.0 million in
aggregate principal amount of the Issuers’ 13% Senior Subordinated Notes due
2013 (the “Notes”) issued pursuant to an indenture, dated as of June 3,
2005 and amended and restated in its entirety 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;


 


                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 Purchasers 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.


 


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[signature
page follows]


 


                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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