Exhibit 4.6


 


Amended and Restated Investor Rights Agreement
dated as of                 ,
2006 (this “Agreement”) among:


 


(i)                                     H&E Equipment Services, Inc., a Delaware
corporation (the “Company”);


 


(ii)                                  the Persons
identified on the signature pages hereto as the “BRS
Investors”, together with such additional Persons who become BRS
Investors in accordance with the provisions of this Agreement; and


 


(iii)                               the Persons identified
on the signature pages hereto as the “CSFB-TCW Investors”.


 


The Company, the BRS Investors and the CSFB-TCW Investors are herein
together referred to as the “Parties”.


 


Recitals


 


A.                                   On
the date hereof, and pursuant to the Agreement and Plan of Merger dated as of
the date hereof (the “Agreement and Plan of Merger”) among the Company,
H&E Holdings L.L.C., a Delaware limited liability company (“H&E
Holdings”), H&E Equipment Services L.L.C., a Louisiana limited
liability company, H&E Holdings will be merged with and into the Company,
with the Company as the surviving corporation (the “Merger”).


 


B.                                     Prior
to the Merger, H&E Holdings, the BRS Investors and the CSFB-TCW Investors are
the holders of “Class A Common Units”, “Class B Common Units” “Class A
Preferred Units”, “Class B Preferred Units”, “Class C Preferred Units”
and “Class D Preferred Units” (together, the “Units”), representing
membership interests in H&E Holdings and, pursuant to the Merger, their Units
will be converted into shares of the Common Stock, par value $0.01 per share
(the “Common Stock”), of the Company. Subsequent to the Merger, the
number of shares of the Common Stock which the BRS Investors and the CSFB-TCW
Investors will receive pursuant to the Merger in respect of their Units is set
forth opposite their names on Schedule A hereto.


 


C.                                     Prior
to the Merger, H&E Holdings and the holders of the membership interests in
H&E Holdings, the BRS Investors and the CSFB-TCW Investors were parties to
the Investor Rights Agreement dated as of June 17, 2002 (the “H&E
Holdings Investor Rights Agreement”).


 


D.                                    The
Company, the BRS Investors and the CSFB-TCW Investors desire that this
Agreement shall amend, restate and replace the H&E Holdings Investor Rights
Agreement.


 





















 


Agreement


 


Now therefore, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the parties hereto
agree as follows:


 


1.                                       Definitions.
As used herein, the following terms shall have the following meanings:


 


“Affiliate” means, when used with reference to a specified
Person, any Person that directly or indirectly controls or is controlled by or
is under common control with the specified Person. As used in this definition, “control”
(including, with its correlative meanings, “controlled by” and “under common
control with”) shall mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise). With respect to any Person who is an individual, “Affiliates”
shall also include, without limitation, any member of such individual’s Family
Group.


 


“Amended and Restated Registration Rights Agreement” means the
Amended and Restated Registration Rights Agreement dated as of the date hereof
among the Company and the Persons identified therein as “Registrable Securities
Holders”.


 


“Approved Company Sale” means if BRS Majority Holders approve a
sale of all or substantially all of the Company’s assets determined on a
consolidated basis or a sale of all (or a lesser percentage, if necessary, as
determined by BRS Majority Holders for accounting, tax or other reasons) of the
Company’s outstanding Common Stock (in either case, whether by merger,
recapitalization, consolidation, reorganization, combination or otherwise) or
any other transaction which has the same effect as any of the foregoing, to an
Independent Third Party or group of Independent Third Parties. “Approved
Company Sale” shall not include the Merger.


 


“Board” means the Company’s board of directors.


 


“BRS Investor” means the Persons identified as such on the
signature pages to this Agreement as such or any of their respective
Permitted Transferees.


 


“BRS Majority Holders” means, at any time, the holders of a
majority of the number of the BRS Securities that are Common Stock which are
issued to the BRS Investors pursuant to the Merger in respect of Units held by
BRS Investors prior to the Merger, including without limitation any Common
Stock issued with respect to such Common Stock by way of a stock split or
combination or recapitalization or reclassification of such Common Stock.


 


“BRS Securities” means all Common Stock owned by any BRS
Investor which are issued to the BRS Investors pursuant to the Merger in
respect of Units held by the BRS Investors prior to the Merger, including without
limitation any Common Stock issued with respect to such Common Stock by way of
a stock split or combination or recapitalization or reclassification of such
Common Stock.


 


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“Commission” means the Securities and Exchange Commission.


 


“Common Stock” means collectively the Common Stock, par value
$0.01 per share, of the Company and any other equity securities of the Company
(or its successors) that are not limited to a fixed sum or percentage of par
value or stated value in respect of the rights of the holders thereof to
participate in dividends or other distributions or in the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of the issuer of such securities.


 


“Current Registration Statement” means the Registration
Statement on Form S-1 filed by the Company with the Commission and
effective as of             .


 


“Exempt Transfer” means (i) transfers by any BRS Investor
to its Related Parties; (ii) transfers by any BRS Investor’s Related
Parties to such BRS Investor; (iii) transfers subsequent to the H&E
Holdings Merger by BRS Investors of any shares of Common Stock not to exceed,
in the aggregate, 10% of the number of shares of Common Stock owned by them as
immediately following the H&E Holdings Merger; (iv) distributions by a
BRS Investor to its constituent partners or members proportionate to their
interest in the BRS Investor; and (v) transfers by any BRS Investor or any
of its Related Parties in a Public Sale; provided, however, that no such
transfer (except as set forth in clause (v) above) shall be an
Exempt Transfer unless the transferee agrees in writing to be bound by this
Agreement as if such transferee were a BRS Investor with respect to such
transferred units or shares, as applicable, by executing a joinder agreement in
the form of Exhibit A hereto.


 


“Family Group” means, with respect to any Person who is an
individual, (i) such Person’s spouse, former spouse, ancestors and
descendants (whether natural or adopted), parents and their descendants and any
spouse of the foregoing persons (collectively, “Relatives”), (ii) the
trustee, fiduciary or personal representative of such Person and any trust
solely for the benefit of such Person and/or such Person’s relatives or (iii) any
limited partnership, limited liability company or trust the governing
instruments of which provide that such Person shall have the exclusive,
nontransferable power to direct the management and policies of such entity and
of which the sole owners of partnership interests, membership interests or any
other equity interests are, and will remain, limited to such Person and such
Person’s relatives.


 


“Independent Third Party” means any Person who, immediately
prior to the contemplated transaction, does not own in excess of 5% of the
number of Common Stock on a fully diluted basis (a “5% Owner”), who is
not an Affiliate of any such 5% Owner and who is not a member of the Family
Group of any such 5% Owner or a trust for the benefit of any such 5% Owner
and/or such other Persons.


 


“Notes” means the 12 1/2% Senior Subordinated Notes due 2013 of
the Company (as successor to H&E Equipment Services L.L.C.) and H&E
Finance Corp.


 


“Other Securities” means the Common Stock owned by the Other
Investors


 


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which are issued to the Other Investors pursuant to the Merger in
respect of Units held by the Other Investors prior to the Merger.


 


“Other Investor” means any of the Persons identified as such on Schedule B
hereto or any of their respective Permitted Transferees.


 


“Permitted Transferee” means (i) with respect to any BRS
Investor, any Person who acquires Common Stock from such BRS Investor in an
Exempt Transfer, and (ii) with respect to the CSFB-TCW Investors, any
Person who acquires Common Stock from the CSFB-TCW Investors or from any of its
Permitted Transferees; provided, that the provisions of this Agreement shall no
longer apply to any shares of Common Stock that are sold in a Public Sale.


 


“Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, a governmental entity or any
department, agency or political subdivision thereof or any other entity or
organization.


 


“Public Offering” means an underwritten public offering and sale
of equity securities of the Company pursuant to an effective registration
statement under the Securities Act; provided, that a Public Offering shall not
include an offering made in connection with a business acquisition or
combination pursuant to a registration statement on Form S-4 or any
similar form, or an employee benefit plan pursuant to a registration statement
on Form S-8 or any similar form; provided further that an offering shall
not be deemed a Public Offering unless the Company’s equity securities are at
the time listed for trading on a national securities exchange or are authorized
for trading on the Nasdaq National Market System.


 


“Public Sale” means any sale of Common Stock to the public
pursuant to an offering registered under the Securities Act or, after the
consummation of an initial Public Offering, to the public pursuant to the
provisions of Rule 144 (or any similar rule or rules then in effect)
under the Securities Act.


 


“Related Party” with respect to any BRS Investor means: (i) any
parent, controlling stockholder, or a more than 80% owned subsidiary of such
BRS Investor; (ii) any member of the Family Group of such BRS Investor; or
(iii) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or persons holding more than a
80% controlling interest of which consist of such BRS Transferring Investor
and/or such other persons or entities referred to in the immediately preceding
clauses (i) and (ii).


 


“Registrable Securities” means the Common Stock held by the CSFB-TCW
Investors or any of its Permitted Transferees and any successor securities
which are issued to the CSFB-TCW Investors pursuant to the Merger in respect of
Units held by the CSFB-TCW Investors prior to the Merger, including without
limitation all equity securities issued or issuable directly or indirectly with
respect to such Common Stock by way of a stock dividend or stock split or combination
or recapitalization, merger, consolidation, reorganization or reclassification


 


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of such Common Stock, other than equity securities issued in any
Approved Company Sale, but only until such time as such securities (i) have
been effectively registered under the Act and disposed of in accordance with
the Registration Statement covering it or (ii) have been sold to the
public pursuant to Rule 144 (or any similar provision then in force) under
the Act and the Legend referred to in Section 3(a) has been
removed from the certificate representing such security.


 


“Securities Act” means the Securities Act of 1933, as amended.


 


“TCW” means collectively, TCW Leveraged Income Trust IV, L.P.,
TCW/Crescent Mezzanine Partners III, L.P., TCW/Crescent Mezzanine Trust III and
TCW/Crescent Mezzanine Partners III Netherlands, L.P. and their respective
Affiliates.


 


“Transfer” means any direct or indirect sale, transfer,
conveyance, assignment, pledge, hypothecation, gift, delivery or other
disposition or encumbrance.


 


2.                                       Legend.


 


(a)                                  Each
certificate or instrument evidencing Common Stock originally issued to the CSFB-TCW
Investors pursuant to the Merger and each certificate or instrument issued in
exchange for or upon the Transfer of any Common Stock originally issued to the CSFB-TCW
Investors pursuant to the Merger (if such securities remain Registrable
Securities after such Transfer) shall be stamped or otherwise imprinted with a
legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT
BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT, DATED AS OF                  ,
AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE ISSUER AND CERTAIN
HOLDERS OF THE COMMON STOCK OF THE ISSUER. THE HOLDER HEREOF IS ENTITLED TO THE
BENEFITS OF AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT. A COPY OF SUCH AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.”


 


(b)                                 The
legend set forth above regarding this Agreement shall be removed from the
certificates evidencing any securities which cease to be Registrable Securities.
Upon the request of any holder of Registrable Securities, the Company shall
remove the Securities Act portion of the legend set forth above from the
certificate or certificates for such Registrable Securities (if such Registrable
Securities are certificated as of such time); provided, that such Common Stock
is eligible (as reasonably determined by the Company in reliance upon an
opinion of counsel to the holder of the Registrable Securities) for sale
pursuant to Rule 144(k) (or any similar rule or rules then in
effect) under the Securities Act.


 


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3.                                       Registration
Rights.


 


(a)                                  Piggyback
Registration Rights.


 


(i)                                     Right
to Piggyback. Subject to the last sentence of this subsection (i),
whenever the Company proposes to register any equity securities (or securities
convertible into or exchangeable for, or options to acquire, equity securities)
with the Commission under the Act and the registration form to be used may be
used for the registration of the Registrable Securities (a “Piggyback Registration”),
other than pursuant to the Current Registration Statement, the Company will
give written notice to the holders of Registrable Securities, at least 30 days
prior to the anticipated filing date, of its intention to effect such a
registration, which notice will specify the proposed offering price (if
available), the kind and number of securities proposed to be registered, the
distribution arrangements and such other information that at the time would be
appropriate to include in such notice, and will, subject to subsection (a)(ii) below,
include in such Piggyback Registration all Registrable Securities with respect
to which the Company has received written requests for inclusion therein within
20 business days after the effectiveness of the Company’s notice. Except as may
otherwise be provided in this Agreement, and other than in connection with the
Current Registration Statement, Registrable Securities with respect to which
such request for registration has been received will be registered by the
Company and offered to the public in a Piggyback Registration pursuant to this Section 3
on the terms and conditions at least as favorable as those applicable to the
registration of shares of equity securities (or securities convertible into or
exchangeable or exercisable for equity securities) to be sold by the Company
and by any other person selling under such Piggyback Registration.


 


(ii)                                  Priority
on Piggyback Registrations. If the managing underwriter or underwriters, if
any, advise the holders of Registrable Securities in writing that in its or
their reasonable opinion that the number or kind of securities proposed to be
sold in such registration (including Registrable Securities to be included
pursuant to subsection (a)(i) above) will materially adversely
affect the success of such offering, the Company will include in such
registration the number of securities, if any, which, in the opinion of such
underwriter or underwriters, or the Company, as the case may be, can be sold as
follows: (A) first, the securities the Company proposes to sell, (B) second,
the securities proposed to be sold by Persons initially requesting such
registration, if any (other than any BRS Investor), and (C) third, the
securities proposed to be sold by any BRS Investor and the Registrable
Securities requested to be included in such registration by the holders of
Registrable Securities and all other Persons having registration rights with
respect to such offering. To the extent that the privilege of including
Registrable Securities in any Piggyback Registration must be allocated among
the holders of Registrable Securities and other Persons pursuant to clause (B) or
(C) above, the allocation shall be made pro rata based on the number of
Registrable Securities that each such participant shall have requested to
include therein or proposed to be sold by any BRS Investor, as the case may be.
If any holder of Registrable Securities is excluded as a result of the
foregoing restrictions from registration, then such holder shall be entitled to
sell, on a pro rata basis, the excluded Registrable Securities, prior to any
other Registrable


 


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Securities, pursuant to the underwriters’ over-allotment option.


 


(iii)                               Selection
of Underwriters. If any Piggyback Registration is an underwritten offering,
the Company will select a managing underwriter or underwriters to administer
the offering, which managing underwriter or underwriters will be of nationally
recognized standing.


 


(b)                                 Demand
Registration Rights.


 


(i)                                     Right
to Demand by the Holders of Registrable Securities. On any two occasions
after 180 days after the first Public Offering, the holders of Registrable
Securities holding 33% or more (singly or collectively) of the Registrable
Securities (collectively, a “Demanding Group”) may, make a written
request of the Company for registration with the Commission, under and in
accordance with the provisions of the Act, of all or part of their Registrable
Securities (a “Demand Registration”); provided, that (a) the
Company need not effect a Demand Registration unless such Demand Registration
shall include at least 50% of the Registrable Securities held on the date of
such written request by the Demanding Group, (b) the Company will not be
obligated to effect any Demand Registration within 180 days of the
effectiveness of another registration statement, (c) the Company may, if
the Board unanimously determines in the exercise of its reasonable judgment
that to effect such Demand Registration at such time would have a material
adverse effect on the Company, defer such Demand Registration for a single
period not to exceed 90 days, and (c) if the Company elects to defer any
Demand Registration pursuant to the terms of this sentence, no Demand
Registration shall be deemed to have occurred for purposes of this Agreement.
Within 10 days after receipt of the request for a Demand Registration, the
Company will send written notice (the “Notice”) of such registration
request and its intention to comply therewith to each of the holders of
Registrable Securities who are holders of Registrable Securities and, subject
to subsection (iii) below, the Company will include in such
registration all Registrable Securities of such holder of Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 20 business days after the effectiveness of the
Notice. All requests made pursuant to this subsection (b)(i) will
specify the aggregate number of Registrable Securities requested to be
registered and will also specify the intended methods of disposition thereof.


 


(ii)                                  Priority
on Demand Registrations. If in any Demand Registration, the managing
underwriter or underwriters thereof advise the Company in writing that in its
or their reasonable opinion the number of securities proposed to be sold in
such Demand Registration exceeds the number that can be sold in such offering
without having a material effect on the success of the offering (including,
without limitation, an impact on the selling price or the number of securities
that any participant may sell), the Company will include in such registration
only the number of securities that, in the reasonable opinion of such
underwriter or underwriters (or holders of Registrable Securities, as the case
may be) can be sold without having a material adverse effect on the success of
the offering as follows: (A) first, the Registrable Securities requested
to be included in such Demand Registration by the holders of Registrable
Securities pro rata among those requesting to


 


7





















 


be included in such Registration on the basis of the number of
securities requested to be included, (B) second, the securities requested
to be included in such Demand Registration by all other Persons having
registration rights with respect thereto pro rata among those requesting such
Registration on the basis of the number of securities requested to be included,
and (C) third, securities to be issued and sold by the Company.


 


(iii)                               Selection
of Underwriters. If a Demand Registration is an underwritten offering, the
holders of a majority of the Registrable Securities to be included in such
Demand Registration held by members of the Demanding Group that initiated such
Demand Registration will select a managing underwriter or underwriters of
recognized national standing to administer the offering.


 


(iv)                              Effective
Registration Statement. A demand registration requested pursuant to this Section 3(b) shall
not be deemed to have been effected (i) unless a registration statement
with respect thereto has become effective; provided, however, that if such
registration does not become effective after the Company has filed it solely by
reason of the refusal to proceed by the requesting holders of Registrable
Securities (other than a refusal to proceed based upon the advice of counsel
relating to a matter with respect to the Company), then such registration shall
be deemed to have been effected unless such requesting holders shall have elected
to pay all registration expenses referred to in Section 3(e) hereof
in connection with such registration, (ii) if, after the registration
statement that relates to such registration has become effective, such
registration statement becomes subject to any stop order, injunction or
requirement of the Commission or other governmental agency or court for any
reason and such stop order, injunction or requirement is not promptly withdrawn
or lifted, or (iii) the conditions to closing specified in the purchase agreement
or underwriting agreement entered into in connection with such registration are
not satisfied, other than by reason of some act or omission by such requesting
holders.


 


(c)                                  Registration
Procedures. With respect to any Piggyback Registration or Demand
Registration (generically, a “Registration”), the Company will, subject
to Sections 3(a)(ii) and 3(b)(iii), as expeditiously as
practicable:


 


(i)                                     prepare and file
with the Commission, within 90 days after mailing the applicable Notice, a
registration statement or registration statements, on Form S-3, if available,
(the “Registration Statement”) relating to the applicable Registration
on any appropriate form under the Act, which form shall be available for the
sale of the Registrable Securities in accordance with the intended method or
methods of distribution thereof; provided that the Company will include in any
Registration Statement on a form other than Form S-1 all information that
the holders of the Registrable Securities so to be registered shall reasonably
request, (provided that such information is either required by Form S-1 or
relevant to the offering) and shall include all financial statements required
by the Commission to be filed therewith, cooperate and assist in any filings
required to be made with the National Association of Securities Dealers, Inc.
(“NASD”), and use all commercially reasonable efforts to cause such
Registration Statement to become effective;


 


8





















 


provided further, that before filing a Registration Statement or
prospectus related thereto (a “Prospectus”) or any amendments or supplements
thereto, the Company will furnish to the holders of the Registrable Securities
covered by such Registration Statement and the underwriters, if any, copies of
all such documents proposed to be filed, which documents will be subject to the
reasonable review of such holders and underwriters and their respective
counsel, and the Company will not file any Registration Statement or amendment
thereto or any Prospectus or any supplement thereto to which the holders of a
majority of the Registrable Securities covered by such Registration Statement
or the underwriters, if any, shall reasonably object;


 


(ii)                                  prepare and file with
the Commission such amendments and post-effective amendments to the
Registration Statement as may be necessary to keep each Registration Statement
effective for the applicable period, or such shorter period which will
terminate when all Registrable Securities covered by such Registration
Statement have been sold; cause each Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Act; and comply with the provisions of the Act with respect to the
disposition of all securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration Statement or
supplement to the Prospectus;


 


(iii)                               notify the selling
holders of Registrable Securities and the managing underwriters, if any,
promptly, and (if requested by any such person or entity) confirm such advice
in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the Registration
Statement or any post-effective amendment, when the same has become effective, (B) of
any request by the Commission for amendments or supplements to the Registration
Statement or the Prospectus or for additional information, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose, (D) if at any time the representations and warranties of the
Company contemplated by subsection (xiv) below cease to be true and
correct, (E) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose and (F) of the happening of any event which makes any
statement made in the Registration Statement, the Prospectus or any document
incorporated therein by reference untrue or which requires the making of any changes
in the Registration Statement, the Prospectus or any document incorporated
therein by reference in order to make the statements therein not misleading;


 


(v)                                 make every reasonable
effort to obtain the withdrawal of any order suspending the effectiveness of
the Registration Statement at the earliest possible moment;


 


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(vi)                              if requested by the
managing underwriter or underwriters or a holder of Registrable Securities
being sold in connection with an underwritten offering, promptly incorporate in
a Prospectus supplement or post-effective amendment such information as the
managing underwriters and the holders of a majority of the Registrable
Securities being sold agree should be included therein relating to the plan of
distribution with respect to such Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities
being sold to such underwriters, the purchase price being paid therefor by such
underwriters and with respect to any other terms of the underwritten (or best
efforts underwritten) offering of the Registrable Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as notified of the matters to be incorporated
in such Prospectus supplement or post-effective amendment;


 


(vi)                              furnish to each selling
holder of Registrable Securities and each managing underwriter, without charge,
at least one conformed copy of the Registration Statement and any amendment
thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those
incorporated by reference);


 


(vii)                           deliver to each selling
holder of Registrable Securities and the underwriters, if any, without charge,
as many copies of the Prospectus (including each preliminary prospectus) and
any amendment or supplement thereto as such selling holder of Registrable
Securities and underwriters may reasonably request; the Company consents to the
use of each Prospectus or any amendment or supplement thereto by each of the
selling holders of Registrable Securities and the underwriters, if any, in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto;


 


(viii)                        prior to any Public Offering of
Registrable Securities, register or qualify or cooperate with the selling
holders of Registrable Securities, the underwriters, if any, and their respective
counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or “blue sky”
laws of such jurisdictions as any seller or underwriter reasonably requests in
writing, considering the amount of Registrable Securities proposed to be sold
in each such jurisdiction, and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided that the Company
will not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified or to take any action that would subject it
to general service of process in any such jurisdiction where it is not then so
subject;


 


(ix)                                cooperate with the
selling holders of Registrable Securities and the managing underwriters, if
any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends and to be in such denominations and registered in such names as the
managing underwriters may request at least two business days prior to any sale
of Registrable


 


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Securities to the underwriters;


 


(x)                                   use all commercially
reasonable efforts to cause the Registrable Securities covered by the
applicable Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
seller or sellers thereof or the underwriters, if any, to consummate the
disposition of such Registrable Securities;


 


(xi)                                upon the occurrence of
any event contemplated by subsection (iii)(F) above, prepare a
supplement or post-effective amendment to the Registration Statement or the
related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein not misleading;


 


(xii)                             cause all Registrable
Securities covered by any Registration Statement to be listed on each
securities exchange on which similar securities issued by the Company are then
listed, or cause such Registrable Securities to be authorized for trading on
the Nasdaq National Market System if any similar securities issued by the
Company are then so authorized, if requested by the holders of a majority of
such Registrable Securities or the managing underwriters, if any;


 


(xiii)                          provide a CUSIP number for
all Registrable Securities, not later than the effective date of the applicable
Registration Statement;


 


(xiv)                         enter into such agreements
(including an underwriting agreement) and take all such other actions in
connection therewith in order to expedite or facilitate the disposition of such
Registrable Securities and in such connection, whether or not an underwriting
agreement is entered into and whether or not the Registration is an
underwritten Registration (A) make such representations and warranties and
indemnities to the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten offerings; (B) obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters, if any) addressed to the underwriters, if any, covering
the matters customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by such underwriters; (C) obtain
“cold comfort” letters and updates thereof from the Company’s independent certified
public accountants addressed to the underwriters, if any, such letters to be in
customary form and covering matters of the type customarily covered in “cold
comfort” letters by underwriters in connection with primary underwritten
offerings; and (D) the Company shall deliver such documents and certificates
as may be requested by the managing underwriters, if any, to evidence
compliance with subsection (iii)(F) above and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Company. The above shall be


 


11





















 


done at each closing under such underwriting or similar agreement or as
and to the extent required thereunder;


 


(xv)                            make available for
inspection by a representative of any underwriter participating in any
disposition pursuant to such Registration, and any attorney or accountant
retained by the underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company’s
officers, directors and employees to supply all information reasonably
requested by any such representative, underwriter, attorney or accountant in
connection with such Registration Statement; provided that any records,
information or documents that are designated by the Company in writing as
confidential shall be kept confidential by such Persons unless disclosure of
such records, information or documents is required by court or administrative
order or any regulatory body having jurisdiction;


 


(xvi)                         otherwise use all commercially
reasonable efforts to comply with all applicable rules and regulations of
the Commission, and make generally available to its security holders, earnings
statements satisfying the provisions of Section 11(a) of the Act, no
later than 45 days after the end of any 12-month period (or 90 days, if such
period is a fiscal year) (A) commencing at the end of any fiscal quarter
in which Registrable Securities are sold to underwriters in a firm or best
efforts underwritten offering, or (B) if not sold to underwriters in such
an offering, beginning with the first month of the Company’s first fiscal
quarter commencing after the effective date of the Registration Statement,
which statements shall cover said 12-month periods; and


 


(xvii)                      promptly prior to the filing of
any document that is to be incorporated by reference into any Registration
Statement or Prospectus (after initial filing of the Registration Statement),
provide copies of such document to the managing underwriters, if any, make the
Company’s representatives available for discussion of such document and make
such changes in such document prior to the filing thereof as counsel for such
selling holders or underwriters may reasonably request.


 


The Company may require each seller of Registrable Securities as to
which any Registration is being effected to furnish to the Company such
information regarding the proposed distribution of such securities and the
proper name and address of such seller as the Company may from time to time
reasonably request in writing.


 


Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in subsection (iii)(F) of
this subsection (c), such holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Registration Statement
until such holder’s receipt of copies of the supplemented or amended Prospectus
as contemplated by subsection (xi) of this subsection (c),
or until it is advised in writing (the “Advice”) by the Company that the
use of the Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated by reference in the


 


12





















 


Prospectus, and, if so directed by the Company, such holder will
deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such holder’s possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the time periods
referred to in subsection (ii) of this subsection (c) shall
be extended by the number of days during the period from and including the date
of the giving of such notice to and including the date when each seller of
Registrable Securities covered by such Registration Statement shall have
received the copies of the supplemented or amended prospectus contemplated by subsection (xi)
of this subsection (c) or the Advice.


 


(d)                                 Restrictions
on Public Sale.


 


(i)                                     Public
Sale by Holders of Registrable Securities. To the extent not inconsistent
with applicable law, the holders of Registrable Securities, if requested by the
managing underwriter or underwriters for any registration statement filed by
the Company, agrees not to effect any public sale or distribution of
Registrable Securities, including a sale pursuant to Rule 144 (or any
similar provision then in force) under the Act, during the 180-day period (or
such shorter period as may be applicable to sales by the Company) beginning on,
the effective date of such registration statement and during the 30-business
day period following notice of such registration statement.


 


(ii)                                  Public
Sale by the Company and Others. If requested by the managing underwriter or
underwriters for any underwritten Registration, or by the holders of a majority
of the Registrable Securities held by the Persons whose securities are being
registered in a Demand Registration that is not being underwritten, (i) the
Company will not effect any public sale or distribution of equity securities
for their own account (or securities convertible into or exchangeable or
exercisable for equity securities) during the 180-day period (or such shorter
period as may be agreed to by such underwriters or holders) beginning on, the
effective date of such registration statement and during the 30-business day
period following notice of such registration statement, and (ii) the
Company will assist the underwriters to cause each other holder of equity
securities (or securities convertible into or exchangeable for, or options to
purchase, equity securities) purchased from the Company at any time after the
date of this Agreement (other than in a registered Public Offering) to agree
not to effect any public sale or distribution of any such securities during
such period described in (A) above (except as part of such Registration,
if otherwise permitted).


 


(iii)                               Other
Registrations. If the Company has previously filed a Registration Statement
with respect to Registrable Securities, and if such previous Registration has
not been withdrawn or abandoned, the Company will not file or cause to be
effected any other registration of any of its equity securities (or securities
convertible into or exchangeable for, or options to purchase, equity
securities) under the Act (except on Form S-8 or any similar successor
form), whether on its own behalf or at the request of any holder or holders of
equity securities (or securities convertible into or exchangeable or
exercisable for equity securities), until a period of at least six months


 


13





















 


has elapsed from the effective date of such previous Registration; provided,
that if the Company and holders of 50% or more of the aggregate number of
Registrable Securities included in such previous Registration shall agree in
writing, such period may be shortened.


 


(e)                                  Registration
Expenses.


 


(i)                                     All
expenses incident to the Company’s performance of or compliance with this
Agreement will be borne by the Company, including, without limitation, all
registration and filing fees, the fees and expenses of the counsel and
accountants for the Company (including the expenses of any “cold comfort”
letters and special audits required by or incident to the performance of such
persons), all other costs and expenses of the Company incident to the
preparation, printing and filing under the Act of the Registration Statement
(and all amendments and supplements thereto) and furnishing copies thereof and
of the Prospectus included therein, the costs and expenses incurred by the
Company in connection with the qualification of the Registrable Securities
under the state securities or “blue sky” laws of various jurisdictions, the
costs and expenses associated with filings required to be made with the NASD
(including, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel as may be required by the rules and
regulations of the NASD), the costs and expenses of listing the Registrable
Securities for trading on a national securities exchange or authorizing them
for trading on the Nasdaq National Market System and all other costs and
expenses incurred by the Company in connection with any Registration hereunder;
provided, that, except as otherwise provided in subsection (ii) below,
the Company shall not bear the costs and expenses of the holders of Registrable
Securities for underwriters’ commissions, brokerage fees, transfer taxes, or
the fees and expenses of any counsel, accountants or other representative
retained by the holders of Registrable Securities.


 


(ii)                                  Notwithstanding
the foregoing and except as provided below, in connection with each Registration
hereunder, the Company will reimburse holders of Registrable Securities being
registered in any Registration hereunder for the reasonable out-of-pocket
expenses, including the reasonable fees and disbursements of not more than one
counsel, which counsel shall be chosen by the majority in interest of the
holders of Registrable Securities requesting such registration.


 


(f)                                    Indemnification.


 


(i)                                     Indemnification
by the Company. The Company agrees to indemnify, to the full extent
permitted by law, the holder of Registrable Securities and each of its
respective officers, directors and agents and each person who controls any of
them (within the meaning of the Act and the Exchange Act), against all losses,
claims, damages, liabilities and expenses caused by any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any omission or alleged omission to
state therein a material fact necessary to make the statements therein (in the
case of a Prospectus or any preliminary Prospectus, in light of the
circumstances under which they were made) not misleading, except insofar as the
same


 


14





















 


are caused by or contained in any information with respect to the
holder of Registrable Securities furnished in writing to the Company by such
holder of Registrable Securities or its representative specifically for use
therein. The Company will also indemnify underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution, their officers and directors and each person who controls such
persons (within the meaning of the Act) to the same extent as provided above
with respect to the indemnification of the holders of Registrable Securities; provided,
however, if pursuant to an underwritten Public Offering of Registrable
Securities, the Company and any underwriters enter into an underwriting or
purchase agreement relating to such offering that contains provisions relating
to indemnification and contribution between the Company and such underwriters,
such provisions shall be deemed to govern indemnification and contribution as
between the Company and such underwriters.


 


(ii)                                  Indemnification
by Holders of Registrable Securities. In connection with any registration
in which the holders of Registrable Securities is participating, the holders of
Registrable Securities will furnish to the Company in writing such information
with respect to the holders of Registrable Securities as the Company reasonably
requests for use in connection with any Registration Statement or Prospectus
and agrees to indemnify, to the full extent permitted by law, the Company, the
directors and officers of the Company signing the Registration Statement and
each person who controls the Company (within the meaning of the Act and the
Exchange Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue statement of a material fact or any omission to state
a material fact required to be stated therein or necessary to make the
statements in the Registration Statement or Prospectus or preliminary
Prospectus (in the case of the Prospectus or any preliminary Prospectus, in
light of the circumstances under which they were made) not misleading, to the
extent, but only to the extent, that such untrue statement or omission is
contained in any information with respect to such holder of Registrable
Securities so furnished in writing by such holders of Registrable Securities
specifically for inclusion therein. In no event shall the liability of any
selling holder of Registrable Securities hereunder be greater in amount than
the dollar amount of the proceeds received by such holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation. The
Company shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above with
respect to information with respect to such persons or entities so furnished in
writing by such persons or entities or their representatives specifically for
inclusion in any Prospectus or Registration Statement.


 


(iii)                               Conduct
of Indemnification Proceedings. Any person or entity entitled to
indemnification hereunder will (A) give prompt written notice to the
indemnifying party after the receipt by the indemnified party of a written
notice of the commencement of any action, suit, proceeding or investigation or
threat thereof made in writing for which such indemnified party will claim
indemnification or contribution pursuant to this Agreement; provided, however,
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under the preceding
clauses (i) and (ii), except to the extent that the indemnifying party is
actually


 


15





















 


prejudiced by such failure to give notice as determined by a final
determination by a court of competent jurisdiction and (B) unless in such
indemnified party’s reasonable judgment a conflict of interest may exist
between such indemnified and indemnifying parties with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. Whether or not such defense
is assumed by the indemnifying party, the indemnifying party will not be
subject to any liability for any settlement made without its consent (but such
consent will not be unreasonably withheld). No indemnifying party will be
required to consent to the entry of any judgment or to enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel in any one
jurisdiction for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim, in which event
the indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels.


 


(iv)                              Contribution.
If for any reason the indemnification provided for in the preceding clauses (i) and
(ii) is unavailable to an indemnified party as contemplated by the
preceding clauses (i) and (ii), then the indemnifying party in lieu of
indemnification shall contribute to the amount paid or payable by the
indemnified party as a result of such loss, claim, damage, liability or expense
in such proportion as is appropriate to reflect not only the relative benefits
received by the indemnified party and the indemnifying party, but also the
relative fault of the indemnified party and the indemnifying party, as well as
any other relevant equitable considerations, provided that such holder of
Registrable Securities shall not be required to contribute in an amount greater
than the difference between the net proceeds received by such holder of
Registrable Securities with respect to the sale of any LLC Interests and any
successor securities and all amounts already contributed by such holder of
Registrable Securities with respect to such claims, including amounts paid for
any legal or other fees or expenses incurred by such holder of Registrable
Securities.


 


(h)                                 Rule 144.
The Company agrees that at all times after it has filed a registration
statement pursuant to the requirements of the Act relating to any class of
equity securities of the Company, it will file in a timely manner all reports
required to be filed by it pursuant to the Act and the Exchange Act and will
take such further action as any holder of Registrable Securities may reasonably
request in order that such holder may effect sales of Shares pursuant to Rule 144.
At any reasonable time and upon request of the CSFB-TCW Investors, the Company
will furnish the holders of Registrable Securities and others with such
information as may be necessary to enable the holders of Registrable Securities
to effect sales of securities pursuant to Rule 144 under the Act and will
deliver to the holders of Registrable Securities a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
the Company may deregister any class of its equity securities under Section 12
of the Exchange Act or suspend its duty to file reports with


 


16





















 


respect to any class of its securities pursuant to Section 15(d) of
the Exchange Act if it is then permitted to do so pursuant to the Exchange Act
and the rules and regulations thereunder.


 


(h)                                 Participation
in Underwritten Registrations. No holder of Registrable Securities may
participate in any underwritten registration hereunder unless the holder of
Registrable Securities (i) agrees to sell its Registrable Securities on
the basis provided in any underwriting arrangements approved by the persons
entitled hereunder to select the underwriter pursuant to Sections 3(a)(iii) and
3(b)(iv) above, (ii) accurately completes in a timely manner and
executes all questionnaires, powers of attorney, underwriting agreements and
other documents customarily required under the terms of such underwriting arrangements.


 


(i)                                     Other
Registration Rights. Except as set forth herein, and except as provided in
the Amended and Restated Registration Rights Agreement, the Company will not
grant to any person (including the CSFB-TCW Investors) any demand or piggyback
registration rights with respect to the equity securities of the Company (or
securities convertible into or exchangeable for, or options to purchase, equity
securities) other than piggyback registration rights that are not inconsistent
with the terms of this Section 3. Except as provided in the Amended
and Restated Registration Rights Agreement, to the extent that the Company
grants to any person registration rights with respect to any securities of the
Company having provisions more favorable to the holders thereof than the
provisions contained in this Agreement, the Company will confer comparable
rights to the holders of Registrable Securities under this Agreement.


 


4.                                       Amendment
and Waiver. No modification or amendment of any provision of this Agreement
shall be effective against the Company, the BRS Investors or the CSFB-TCW Investors
unless such modification or amendment is approved in writing by (i) the
Company, (ii) BRS Majority Holders and (iii) the holders of
Registrable Securities holding a majority of the Registrable Securities then
outstanding; and any amendment to which such written consent is obtained will
be binding upon the Company, the BRS Investors and the CSFB-TCW Investors. No
waiver, modification or amendment of any provision of this Agreement shall be
effective against the BRS Investors and the CSFB-TCW Investors unless such
waiver, modification or amendment is approved in writing by such BRS Investors
and such CSFB-TCW Investors. No waiver of any provision of this Agreement shall
be effective against the Company unless such waiver is approved in writing by
the Company. The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms. The BRS Investors and
the CSFB-TCW Investors shall remain a party to this Agreement only so long as
such person is the holder of record of Registrable Securities.


 


5.                                       Entire
Agreement. Except as otherwise expressly set forth herein, this document
embodies the complete agreement and understanding among the parties hereto with
respect to the subject matter hereof and supersedes and preempts any prior
understandings,


 


17





















 


agreements or representations by or among the parties, written or oral,
which may have related to the subject matter hereof in any way.


 


6.                                       Successors,
Assigns and Transferees. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
heirs, legatees, successors and assigns including any party to which any holder
of Registrable Securities transferred or sold his or its Registrable
Securities. Each transferee of Registrable Securities from a party hereto or
Permitted Transferee thereof shall take such Registrable Securities subject to
the same restrictions and the same rights as existed in the hands of the
transferor except that Securities sold in a Public Offering shall no longer be
subject to any of the provisions of this Agreement.


 


7.                                       Specific
Performance, Etc. The Company and the Securities Holders, in addition to
being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.


 


8.                                       Governing
Law. This Agreement shall be governed by and construed in accordance with
the internal law of the State of New York.


 


9.                                       Interpretation.
The headings of the sections contained in this Agreement are solely for the
purpose of reference, are not part of the agreement of the parties and shall
not affect the meaning or interpretation of this Agreement.


 


10.                                 Notices.
All notices and other communications provided for or permitted hereunder shall
be in writing and shall be deemed to have been duly given if delivered
personally or sent by registered or certified mail (return receipt requested)
postage prepaid to the parties at the following addresses (or at such other
address for any party as shall be specified by like notice, PROVIDED that
notices of a change of address shall be effective only upon receipt thereof).
Notices sent by mail shall be effective five days after mailing.


 


(a)                                  If
to the Company, at:


 


H&E Equipment Services, Inc.


11100 Mead Road, Second Floor


Baton Rouge, Louisiana 70816


Attention: Chief Executive Officer


Tel: (225) 298-5230


Fax: (225) 298-5382


 


18





















 


With a copy, which shall not constitute notice, to:


 


Bruckmann, Rosser, Sherrill & Co., Inc.


126 East 56th Street, 29th Floor


New York, New York 10022


Attention: Bruce Bruckmann and Nicholas Sheppard


Tel: (212) 521-3700


Fax: (212) 521-3799


 


and


 


Dechert LLP


30 Rockefeller Plaza


New York, New York 10112


Attention: Ronald R. Jewell, Esq.


Tel: (212) 698-3589


Fax: (212) 698-3599


 


or such other address, telecopy number or to the attention of such
other person as the recipient party shall have specified by prior written
notice to the sending party.


 


(b)                                 If
to the holders of Registrable Securities Investor, at:


 


its address as shown in the stock register of the Company.


 


With a copy, which shall not constitute notice, to:


 


TCW/Crescent Mezzanine

11100 Santa Monica Boulevard, Suite 2000

Los Angeles, California 90025

Attention: Tyrone Chang


Tel: (310) 235-5900

Fax: (310) 235-5967


 


11.                                 Recapitalizations,
Exchange, Etc. Affecting the Common Stock. The provisions of this Agreement
shall apply, to the full extent set forth herein with respect to the Registrable
Securities, to any and all equity interests of the Company or any successor or
assign of the Company (whether by merger, consolidation, sale of assets, or
otherwise) that may be issued in respect of, in exchange for, or in
substitution of the Registrable Securities and shall be appropriately adjusted
for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof.


 


19





















 


12.                                 Inspection
and Compliance with Law. Copies of this Agreement will be available for
inspection or copying by the holders of Registrable Securities at the offices
of the Company through the Secretary of the Company. The Company shall take all
reasonable action to insure that the provisions of laws of the State of New
York relating to agreements similar to this Agreement are promptly complied
with.


 


13.                                 Counterparts.
This Agreement may be executed in one or more counterparts, by the original
parties hereto and any successor in interest, each of which shall be deemed to
be an original and all of which together shall be deemed to constitute one and
the same agreement.


 


14.                                 Termination.
This Agreement will automatically terminate and be of no further force or
effect immediately after the consummation of an Approved Company Sale.


 


15.                                 Attorneys’
Fees. In any action or proceeding brought to enforce any provision of this
Agreement, or where any provision hereof is validly asserted as a defense, the
successful party shall be entitled to recover reasonable attorneys’ fees in
addition to any other available remedy.


 


16.                                 Severability.
In the event that any one or more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby.


 


17.                                 WAIVER
OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH
RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR
ENFORCEMENT THEREOF.


 


18.                                 VENUE;
SUBMISSION TO JURISDICTION. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS
ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE
STATE OF NEW YORK AND EACH PARTY TO THIS AGREEMENT HEREBY SUBMITS TO AND
ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH SUITS,
LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING,
EACH PARTY TO THIS AGREEMENT HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL DIRECTED TO HIM OR IT AT THE ADDRESS AS PROVIDED
IN SECTION 12 HEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH HE OR IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR
PROCEEDING IN SUCH COURT AND HEREBY FURTHER


 


20





















 


WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


19.                                 No
Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.


 


20.                                 Time
of the Essence; Computation of Time. Time is of the essence for each and
every provision of this Agreement. Whenever the last day for the exercise of
any privilege or the discharge or any duty hereunder shall fall upon a
Saturday, Sunday, or any date on which commercial banks in the State of New
York are authorized to be closed, the party having such privilege or duty may
exercise such privilege or discharge such duty on the next succeeding day which
is a regular business day.


 


21.                                 Effectiveness
of this Agreement. This Agreement shall be effective as of the “Effective
Time of the H&E Holdings Merger” as defined in the Agreement and Plan of
Merger, and the H&E Holdings Investor Rights Agreement will thereafter have
no force and effect. In the event that the Merger shall not occur, this
Agreement shall be automatically terminated and the Parties shall have no
rights or obligations hereunder, and the H&E Holdings Investor Rights
Agreement shall continue in effect.


 


[Signature Pages Follow]


 


21





















 


In witness whereof, the parties hereto have executed this Agreement as
of the date first above written.


 


	
  H&E Equipment Services, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Print name:

  	
   

  	
   

  
	
  Print title:

  	
   

  	
   

  
				



 


 


Amended and Restated Investor Rights
Agreement dated as of          ,
2006


 


22





















 


BRS Investors


 


	
  Bruckmann, Rosser, Sherrill & Co.,
  L.P.

  	
   

  	
  Bruckmann, Rosser, Sherrill & Co. II,

  L.P.  

  
	
  By:

  	
  BRS Partners, LP

  	
   

  	
  By:

  	
  BRSE LLC

  
	
  By:

  	
  BRSE Associates, Inc., its General

  Partner

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print name:

  	
   

  	
   

  	
  Print name:

  	
   

  
	
  Print title:

  	
   

  	
   

  	
  Print title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Bruckmann, Rosser, Sherrill & Co.,

  Inc.  

  	
   

  	
  The Estate of Donald J. Bruckmann

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print name:

  	
   

  	
   

  	
  Print name:

  	
   

  
	
  Print title:

  	
   

  	
   

  	
  Print title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BCB Family Partners, L.P.

  	
   

  	
  NAZ Family Partners, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Print name:

  	
   

  	
   

  	
  Print name:

  	
   

  
	
  Print title:

  	
   

  	
   

  	
  Print title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Harold Rosser Charitable Trust

  	
   

  	
  Stephen C. and Katherine D. Sherrill
  Foundation

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print name:

  	
   

  	
   

  	
  Print name:

  	
   

  
	
  Print title:

  	
   

  	
   

  	
  Print title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Bruce C. Bruckmann

  	
   

  	
   

  	
  Harold O. Rosser

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  H. Virgil Sherrill

  	
   

  	
   

  	
  Stephen C. Sherrill

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Nancy A. Zweng

  	
   

  	
   

  	
  Paul D. Kaminski

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  John Rice Edmonds

  	
   

  	
   

  	
  Marilena Tibrea

  
									



 


 


Amended and Restated Investor Rights
Agreement dated as of          ,
2006


 


23





















 


CSFB-TCW Investors


 


	
  Credit Suisse First Boston Corporation

  	
   

  	
  TCW Leveraged Income Trust IV, L.P.

  
	
   

  	
   

  	
  By:

  	
  TCW Asset Management Company,

  as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print name:

  	
   

  	
   

  	
  Print name:

  	
   

  
	
  Print title:

  	
   

  	
   

  	
  Print title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  TCW Asset Management Company,

  as its Managing Member of TCW

  (LINC IV) L.L.C., the General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Print name:

  	
   

  
	
   

  	
   

  	
  Print title:

  	
   

  
	
   

  	
   

  	
   

  
	
  TCW/Crescent Mezzanine Partners

  III, L.P.

  TCW/Crescent Mezzanine Trust III

  TCW/Crescent Mezzanine Partners III

  Netherlands, L.P.

  	
   

  	
   

  
	
  By:

  	
  TCW/Crescent Mezzanine Management III, L.L.C.,

  its Investment Manager

  	
   

  	
   

  
	
  By:

  	
  TCW Asset Management Company,

  its Sub-Advisor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Print name:

  	
   

  	
   

  	
   

  
	
  Print title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Print name:

  	
   

  	
   

  	
   

  
	
  Print title:

  	
   

  	
   

  	
   

  
										



 


 


Amended and Restated Investor Rights
Agreement dated as of          ,
2006


 


24





















 


Schedule A to Amended and Restated


Investor Rights Agreement


 


Shares of Common Stock Issuable Pursuant to
the Merger


 


Attached


 


25





















 


Exhibit A to Amended and Restated


Investor Rights Agreement


 


Form of Joinder to Amended and Restated Investor
Rights Agreement


 


Joinder to the Amended
and Restated Investor Rights Agreement dated as of                         
(the “Investor Rights Agreement”) among H&E Equipment Services, Inc.,
a Delaware corporation (the “Company”), and certain holders of the
Common Stock, par value $0.01 per share (the “Common Stock”), of the
Company, is made and entered into as of               
by and between the Company and                
(“Holder”). Capitalized terms used herein but not otherwise defined
shall have the meanings set forth in the Investor Rights Agreement.


 


WHEREAS, Holder has acquired certain shares of the Common Stock from __________
and the Investor Rights Agreement and/or the Company require Holder, as a holder
of such Common Stock, to become a party to the Investor Rights Agreement, and
Holder agrees to do so in accordance with the terms hereof.


 


Now, therefore, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Joinder hereby agree as
follows:


 


1.                                       Agreement
to be Bound. Holder hereby agrees that upon execution of this Joinder, it
shall become a party to the Investor Rights Agreement and shall be fully bound
by, and subject to, all of the covenants, terms and conditions of the Investor
Rights Agreement as though an original party thereto and shall be deemed a [BRS
Investor/ CSFB-TCW Investor/ Other Investor] and a holder of Registrable
Securities for all purposes thereof. In addition, Holder hereby agrees that all
Registrable Securities held by Holder shall be deemed Registrable Securities for
all purposes of the Agreement.


 


2.                                       Successors
and Assigns. Except as otherwise provided herein, this Joinder shall bind
and inure to the benefit of and be enforceable by the Company and its
successors, heirs and assigns and Holder and any subsequent holder of
Registrable Securities and the respective successors, heirs and assigns of each
of them, so long as they hold any Registrable Securities.


 


3.                                       Counterparts.
This Joinder may be executed in separate counterparts each of which shall be an
original and all of which taken together shall constitute one and the same
agreement.


 


4.                                       Notices.
For purposes of Section 10 of the Investor Rights Agreement, all
notices, demands or other communications to the Holder shall be directed to:


 


[Name]


[Address]


 





















 


4.                                       Governing
Law. This Joinder shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to any rules, principles
or provisions of choice of law or conflict of laws.


 


5.                                       Descriptive
Headings. The descriptive headings of this Joinder are inserted for
convenience only and do not constitute a part of this Joinder.


 


[Signature Page Follows]


 


 


Amended and Restated Investor Rights
Agreement dated as of          ,
2006


 


2





















 


In witness whereof, the parties hereto have executed this Joinder to
the Investor Rights Agreement as of the date set forth in the introductory
paragraph hereof.


 


 


	
  H&E Equipment Services, Inc.

  	
   

  	
  Holder:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Print name:

  	
   

  	
   

  	
  Print name:

  	
   

  
	
  Print title:

  	
   

  	
   

  	
   

  	
   

  
						



 


 


Amended and Restated Investor Rights
Agreement dated as of          ,
2006


 


3