Exhibit 4.4


 


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


 


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


 


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


 


The Company and the Stockholders 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 and the Stockholders 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, “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 Stockholders will receive pursuant to the Merger in respect of their
Units is set forth opposite their names on Schedule A hereto.


 


C.                                     H&E
Holdings and the Stockholders are parties to the Securityholders Agreement
dated as of June 17, 2002 (the “H&E Holdings Securityholders
Agreement”).


 


D.                                    The
Company and the Stockholders desire that this Agreement shall amend, restate
and replace the H&E Holdings Securityholders Agreement.


 


Agreement


 


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 hereby 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.


 


“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.


 


“BRS Investors” means those Stockholders identified as such on
the signature page to this Agreement together with their respective
Permitted Transferees.


 


“BRS Majority Holders” means, at any time, the holders of a
majority of the number of the BRS Restricted Shares.


 


“BRS Restricted Shares” means all Restricted Shares owned by any
BRS Investor.


 


“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) which is 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.


 


“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 or limited liability company 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.


 


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“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 the spouse or descendent
(by birth or adoption) of any such 5% Owner or a trust for the benefit of any
such 5% Owner and/or such other Persons.


 


“Management Investor” means any of John M. Engquist, Kristan
Engquist Dunne, South Nevada Capital Corporation, Bagley Family Investments,
L.L.C., Kenneth Sharp, Jr., The McClain Family Revocable Trust, or any of
their respective Permitted Transferees.


 


“Other Investor” means any of Wheeler Investments, Inc.,
Don Wheeler, Siegfried Wallin, The Conner Family Trust, C/J Land &
Livestock L.P., John and Ellen Williams Limited Partnership, Robert G. Williams
Limited Partnership or any of their respective Permitted Transferees.


 


“Permitted Transferee” has the meaning set forth in Section 3(b)(ii) hereof.


 


“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 Sale” means any sale of Restricted Shares 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.


 


“Restricted Shares” means shares of the Common Stock issued to
Stockholders pursuant to the Merger and all equity securities issued directly
or indirectly with respect to such shares, in each case, by way of a unit or
stock dividend or other distribution, or unit or stock split, or in connection
with a combination of units or shares, recapitalization, merger, consolidation
or other reorganization. As to any particular Restricted Shares, such shares
will cease to be Restricted Shares when they have been Transferred in a Public
Sale.


 


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


 


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


 


2.                                       Conflicting
Agreements. Each Stockholder represents that such Stockholder has not
granted and is not a party to any proxy, voting trust or other agreement which
is inconsistent with or conflicts with the provisions of this Agreement, and no
Stockholder shall grant any proxy or become party to any voting trust or other
agreement which is inconsistent with or conflicts with the provisions of this
Agreement.


 


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3.                                       Restrictions
on Transfer of Restricted Shares.


 


(a)                                  General
Restrictions.


 


(i)                                     A
Management Investor or an Other Investor may Transfer Restricted Shares only (A) in
Public Sales, (B) pursuant to an Approved Company Sale, (C) to the
Company, or (D) with the prior written consent of the Board, to any
Person, provided, that, unless waived in writing by the Board, such Person
shall have complied with the requirements of Section 4(b)(ii).


 


(ii)                                  A
BRS Investor may Transfer Restricted Shares only (A) in Public Sales, (B) to
any Person, provided, that such Person shall have complied with the
requirements of Section 4(b)(ii), or (C) pursuant to an Approved
Company Sale.


 


(b)                                 Permitted
Transfers.


 


(i)                                     The
restrictions contained in Section 3(a) shall not apply with
respect to any Transfer of Restricted Shares by any Stockholder (A) in the
case of any Stockholder who is a natural person, pursuant to applicable laws of
descent and distribution or to any member of such Stockholder’s Family Group or
to any trust established by such Stockholder for the benefit of such
Stockholder’s Family Group, (B) in the case of any Stockholder, to its
Affiliates, or (C) in the case of Bruckmann, Rosser, Sherrill &
Co., L.P. or Bruckmann, Rosser, Sherrill & Co. II, L.P. (in each case,
if it becomes a Permitted Transferee), in a pro
rata distribution to its partners; provided, in each case, that any
such transferee shall have complied with the requirements of Section 3(b)(ii).


 


(ii)                                  Prior
to any proposed transferee’s acquisition of Restricted Shares pursuant to a
Transfer permitted by Section 3(a)(i), in each case, unless waived
in writing by the Board of Directors of the Company, or pursuant to a Transfer
permitted by clause (ii) of Section 3(a), such proposed
transferee must agree to take such Restricted Shares subject to and to be fully
bound by the terms of this Agreement applicable to such Restricted Shares by
executing a joinder to this Agreement substantially in the form attached hereto
as Exhibit A and delivering such executed joinder to the Secretary
of the Company prior to the effectiveness of such Transfer (unless such
Transfer is pursuant to applicable laws of descent and distribution, in which
case, such executed joinder shall be delivered to the Secretary of the Company
as soon as reasonably possible after such Transfer). All transferees acquiring
Restricted Shares and executing a joinder in compliance with this Section 3(b)(ii) are
collectively referred to herein as “Permitted Transferees”.


 


(c)                                  If
any Stockholder Transfers Restricted Shares to an Affiliate and an event occurs
which causes such Affiliate to cease to be an Affiliate of such Stockholder
unless, prior to such event, such Affiliate Transfers such Restricted Shares
back to such Stockholder, then, in each case, such event or Transfer shall be
deemed a Transfer of Restricted Shares subject to all of the restrictions on
Transfers of Stockholder set forth in this Agreement, including without
limitation, this Section 3.


 


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(d)                                 Wheeler
Investments, Inc. (“Wheeler Investments”) shall not permit any
event to occur which causes Wheeler Investments to cease to be a member of Don
Wheeler’s Family Group, unless, prior to such event, Wheeler Investments
Transfers, or causes the Transfer of, all Restricted Shares held by Wheeler
Investments or any Affiliate of Wheeler Investments to Don Wheeler or one or
more members of Don Wheeler’s Family Group. South Nevada Capital Corporation (“SNCC”)
shall not permit any event to occur which causes SNCC to cease to be a member
of Dale Roesener’s Family Group, unless, prior to such event, SNCC Transfers,
or causes the Transfer of, all Restricted Shares held by SNCC or any Affiliate
of SNCC to Dale Roesener. Bagley Family Investments, L.L.C. (“Bagley
Investments”) shall not permit any event to occur which causes Bagley
Investments to cease to be a member of Gary Bagley’s Family Group, unless,
prior to such event, Bagley Investments Transfers, or causes the Transfer of,
all Bagley Investments held by Bagley Investments or any Affiliate of Bagley
Investments to Gary Bagley. The Connor Family Trust (“Connor Trust”)
shall not permit any event to occur which causes Connor Trust to cease to be a
member of Ralph Connor’s Family Group, unless, prior to such event, Connor
Trust Transfers, or causes the Transfer of, all Connor Trust held by Connor
Trust or any Affiliate of Connor Trust to Ralph Connor. The McClain Family
Revocable Trust (“McClain Trust”) shall not permit any event to occur
which causes McClain Trust to cease to be a member of Steve McClain’s Family
Group, unless, prior to such event, McClain Trust Transfers, or causes the
Transfer of, all McClain Trust held by McClain Trust or any Affiliate of
McClain Trust to Steve McClain. C/J Land & Livestock L.P. (“Gerald
Williams Investments”) shall not permit any event to occur which causes
Gerald Williams Investments to cease to be a member of Gerald Williams’s Family
Group, unless, prior to such event, Gerald Williams Investments Transfers, or
causes the Transfer of, all Restricted Shares held by Gerald Williams
Investments or any Affiliate of Gerald Williams Investments to Gerald Williams.
John and Ellen Williams Limited Partnership (“John Williams Investments”)
shall not permit any event to occur which causes John Williams Investments to
cease to be a member of John Williams’s Family Group, unless, prior to such
event, John Williams Investments Transfers, or causes the Transfer of, all
McClain Trust held by John Williams Investments or any Affiliate of John
Williams Investments to John Williams. Robert G. Williams Limited Partnership (“Robert
Williams Investments”) shall not permit any event to occur which causes
Robert Williams Investments to cease to be a member of Robert Williams’s Family
Group, unless, prior to such event, Robert Williams Investments Transfers, or
causes the Transfer of, all Restricted Shares held by Robert Williams
Investments or any Affiliate of Robert Williams Investments to Robert Williams.


 


4.                                       Legend.


 


(a)                                  Each
certificate or instrument evidencing Restricted Shares and each certificate or
instrument issued in exchange for or upon the Transfer of any Common Stock (if
such securities remain Restricted Shares 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


 


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REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED
SECURITY HOLDERS AGREEMENT DATED AS OF                 ,
AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE ISSUER AND CERTAIN
OF THE ISSUER’S COMMON STOCK. A COPY OF SUCH AMENDED AND RESTATED SECURITY
HOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.”


 


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


 


(b)                                 Unless
waived by the Company, no Stockholder may Transfer any Restricted Shares
(except pursuant to an effective registration statement under the Securities
Act) without first delivering to the Company an opinion of counsel reasonably
acceptable in form and substance to the Company (which counsel will be
reasonably acceptable to the Company) that registration under the Securities
Act is not required in connection with such Transfer. If such opinion of
counsel reasonably acceptable in form and substance to the Company further
states that no subsequent Transfer of such Restricted Shares will require
registration under the Securities Act (including due to such Restricted Shares
being eligible for sale pursuant to Rule 144 (or any similar rule or rules then
in effect) under the Securities Act), the Company will promptly upon such
Transfer deliver new certificates for such securities (if such securities are
certificated as of such time) which do not bear the Securities Act portion of
the legend set forth in Section 4(a).


 


5.                                       Transfers
in Violation of Agreement. Any Transfer or attempted Transfer of any
Restricted Shares in violation of any provision of this Agreement shall be null
and void, and the Company shall not record such Transfer on its books or treat
any purported transferee of such Restricted Shares as the owner of such
securities for any purpose.


 


6.                                       Amendment
and Waiver. No modification or amendment of any provision of this Agreement
shall be effective against the Stockholders or the Company unless such
modification or amendment is approved in writing by (i) the Company and (ii) BRS
Majority Holders; and any amendment to which such written consent is obtained
will be binding upon the Company and each Stockholder. No waiver of any
provision of this Agreement shall be effective against any Stockholder unless
such waiver is approved in writing by such Stockholder. 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. Each Stockholder shall remain a party to this Agreement only so
long as such person is the holder of record of Restricted Shares.


 


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7.                                       Severability.
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
or any other jurisdiction, but this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


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


 


9.                                       Successors
and Assigns. Except as otherwise provided herein, this Agreement shall bind
and inure to the benefit of and be enforceable by the Company and its
successors and assigns, including any corporation which is a successor to the
Company, and the Stockholder and any subsequent holders of Restricted Shares
and the respective successors, heirs and assigns of each of them, so long as
they hold Restricted Shares.


 


10.                                 Counterparts.
This Agreement 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.


 


11.                                 Remedies.
The Parties shall be entitled to enforce their rights under this Agreement
specifically to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights existing in their favor. The
Parties agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that the Company and any
Stockholder may in his, hers, or its sole discretion apply to any court of law
or equity of competent jurisdiction for specific performance and/or injunctive
relief (without posting a bond or other security) in order to enforce or
prevent any violation of the provisions of this Agreement.


 


12.                                 Notices.
All notices, demands or other communications to be given or delivered under or
by reason of the provisions of this Agreement will be in writing and will be
deemed to have been given when delivered if delivered personally, sent via a
nationally recognized overnight courier, or sent via facsimile to the
recipient, or if sent by certified or registered mail, return receipt
requested, will be deemed to have been given two business days thereafter. Such
notices, demands and other communications shall be sent to any Stockholder at
such Stockholder’s last address on the records of the Company, and to the
Company at: 11100 Mead Road, Second Floor, Baton Rouge, Louisiana 70816; Attention:
Chief Executive Officer; Telephone: (225) 298-5230; Fax: (225) 298-5382 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.


 


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


 


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


 


15.                                 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.


 


16.                                 VENUE;
SUBMISSION TO JURISDICTION. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS
ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE COURT OF CHANCERY OF
THE STATE OF DELAWARE 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 17 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 WAIVES ANY CLAIM THAT ANY SUIT,
LEGAL ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.


 


17.                                 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.


 


18.                                 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
Delaware 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.


 


19.                                 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,


 


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and the
H&E Holdings Securityholders 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 Securityholders Agreement shall continue in
effect.


 


[Signature Pages Follow]


 


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


 


	
  H&E Equipment Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  John M. Engquist

  	
   

  	
   

  
	
   

  	
  President

  	
   

  	
   

  



 


 


Amended and Restated Security Holders Agreement dated as of          ,
2006


 


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Stockholders


 


	
  Bruckmann, Rosser, Sherrill & Co., L.P.(1)

  	
  Bruckmann, Rosser, Sherrill & Co. II,
  L.P.(1)

  
	
  By:

  	
  BRS
  Partners, LP

  	
  By:

  	
  BRSE LLC

  
	
  By:

  	
  BRSE
  Associates, Inc., its General Partner

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
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  Bruckmann, Rosser, Sherrill & Co.,  Inc.(1)

  	
  The Estate of Donald J. Bruckmann(1)

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
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  BCB Family Partners, L.P.(1)

  	
  NAZ Family Partners, L.P.(1)

  
	
   

  	
   

  
	
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  Harold Rosser Charitable Trust(1)

  	
  Stephen C. and Katherine D. Sherrill Foundation(1)

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
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  Bruce C. Bruckmann(1)

  	
   

  	
   

  	
  Harold O. Rosser(1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  H. Virgil Sherrill(1)

  	
   

  	
   

  	
  Stephen C. Sherrill(1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Nancy A. Zweng(1)

  	
   

  	
   

  	
  Paul D. Kaminski(1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  John Rice Edmonds(1)

  	
   

  	
   

  	
  Marilena Tibrea(1)

  
												



 










(1)                               BRS Investors  


 


Amended and Restated Security Holders Agreement dated as of          ,
2006


 


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  Wheeler Investments, Inc.(3)

  	
   

  	
  Southern Nevada Capital Corporation(2)

  
	
   

  	
   

  	
   

  
	
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  Bagley Family Investments, L.L.C.(2)

  	
   

  	
  The Connor Family Trust(3)

  
	
   

  	
   

  	
   

  
	
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  The McClain Family Revocable Trust(2)

  	
   

  	
  Robert G. Williams Limited Partnership(3)

  
	
   

  	
   

  	
   

  
	
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  C/J Land & Livestock L.P.(3)

  	
   

  	
  John and Ellen Williams Limited Partnership(3)

  
	
   

  	
   

  	
   

  
	
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  John M. Engquist(2)

  	
   

  	
   

  	
  Kristan Engquist Dunne(2)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Don Wheeler(3)

  	
   

  	
   

  	
  Gary Bagley(3)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kenneth Sharp, Jr.(2)

  	
   

  	
   

  	
  Lindsay Jones(3)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Siegfried Wallin(3)

  	
   

  	
   

  
											



 










(2)                               Management Investors


(3)                               Other Investors


 


Amended and Restated Security Holders Agreement dated as of          ,
2006


 


12





















 


Schedule A to Amended and Restated

Security Holders Agreement


 


Shares of Common Stock Issuable Pursuant to
the Merger


 


Attached


 





















 


Exhibit A to Amended and Restated

Security Holders Agreement


 


Form of Joinder to

Amended and Restated Security Holders Agreement


 


This Joinder to the
Security Holders Agreement dated as of                   (the “Security Holders 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 Security Holders Agreement.


 


Whereas, Holder has acquired certain shares of the Common Stock from                                 
and the Security Holders Agreement and/or the Company require Holder, as a
holder of such Common Stock, to become a party to the Security Holders
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 Security Holders Agreement and shall be fully bound
by, and subject to, all of the covenants, terms and conditions of the Security
Holders Agreement as though an original party thereto and shall be deemed a
Stockholder for all purposes thereof. In addition, Holder hereby agrees that
all Common Stock held by Holder shall be deemed Restricted Shares for all
purposes of the Security Holders 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 holders of
Restricted Shares the respective successors, heirs and assigns of each of them,
so long as they hold any Restricted Shares.


 


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 12 of the Security Holders Agreement, all notices,
demands or other communications to the Holder shall be directed to:


 


[Name]

[Address]


 





















 


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


 


6.                                       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]


 


2





















 


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


 


	
  H&E Equipment Services, Inc.

  	
   

  	
  Holder:

  
	
   

  	
   

  	
   

  
	
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