Exhibit 4.5


 


Amended
and Restated Registration Rights 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 “Registrable
Securities Holders”, together with such additional Persons who
become Registrable Securities Holders in accordance with the provisions of this
Agreement


 


The
Company and the Registrable Securities Holders 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 Registrable Securities Holders 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 Registrable Securities Holders 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 Registrable Securities Holders are parties to the Registration
Rights Agreement dated as of June 17, 2002 (the “H&E Holdings Registration
Rights Agreement”).


 


D.                                    The
Company and Registrable Securities Holders desire that this Agreement shall
amend, restate and replace the H&E Holdings Registration Rights 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 to this Agreement 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. “Approved
Company Sale” shall not include the Merger.


 


“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
Registrable Securities Holders pursuant to the Merger in respect of Units held
by BRS Registrable Securities Holders 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 Registrable Securities
Holders which are issued to the BRS Registrable Securities Holders pursuant to
the Merger in respect of Units held by the BRS Registrable Securities Holders
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
Registrable Securities” means (i) all Common Stock acquired by, or
issued or issuable to, BRS Registrable Securities Holders or any of their
Affiliates pursuant to the Merger in respect of the Units held by such BRS
Registrable Securities Holders prior to the Merger and (ii) all equity
securities issued or issuable directly or indirectly with respect to any Common
Stock described in clause (i) above by way of a stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation, reorganization or reclassification, other than equity
securities issued in any Approved Company Sale. As to any particular BRS
Registrable Securities, such securities shall cease to be BRS Registrable
Securities when they have been distributed to the public pursuant to an
offering registered under the Securities Act or sold to the public in
compliance with Rule 144.


 


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“BRS
Registrable Securities Holders” means those Registrable Securities Holders
identified as such on Schedule A hereto.


 


“Common
Stock” means collectively, the Common Stock, par value $0.01 per share, of
the Company any other equity of the Company (or its successors) hereafter
authorized which is not limited to a fixed sum or percentage of par value or
stated value in respect to 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 SEC and effective as of          .


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.


 


“Family
Group” means, with respect to any Person who is an individual, (i) such
Person’s spouse, former spouse and descendants (whether natural or adopted),
parents and their descendants and any spouse of the foregoing persons
(collectively, “Relatives”) or (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.


 


“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.


 


“Other
Registrable Securities” means (i) all Common Stock acquired by, or
issued or issuable to, Other Registrable Securities Holders pursuant to the
Merger in respect of the Units held by such Other Registrable Securities
Holders prior to the Merger, (ii) all equity securities issued or issuable
directly or indirectly with respect to any Common Stock described in clause
(i) above by way of a stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Other Registrable Securities, such
securities shall cease to be Other Registrable Securities when they have been
distributed to the public pursuant to an offering registered under the
Securities Act or sold to the public in compliance with Rule 144.


 


“Other
Registrable Securities Holders” means Registrable Securities Holders other
than BRS Registrable Securities Holders.


 


“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 bank, a trust company, a land trust, a business
trust, a governmental entity or any department, agency or political subdivision
thereof or any other entity or organization, whether or not it is a legal
entity.


 


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“Public
Offering” means an underwritten public offering and sale of Common Stock 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. In addition,


 


“Registrable
Securities” means, collectively, the BRS Registrable Securities and the
Other Registrable Securities.


 


“Registration
Expenses” means all expenses incident to the Company’s performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing and distributing expenses, messenger and delivery expenses, fees
and expenses of custodians, internal expenses (including all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit or quarterly review, the expense of any
liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by
the Company are then listed or on the NASD automated quotation system, and fees
and disbursements of counsel for the Company and the underwriters and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Company.


 


“Rule 144”
means Rule 144 under the Securities Act (or any similar rule then in
force).


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


“Subsidiary”
means, with respect to any Person, any corporation, limited liability company,
partnership, association or other business entity of which (i) if a
corporation or a limited liability company with voting securities, a majority
of the total voting power of shares of stock (or units) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person or a combination thereof, or (ii) if a limited liability
company without voting securities, partnership, association or other business
entity, a majority of the partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by any
Person or one or more Subsidiaries of such Person or entity or a combination
thereof. For purposes of this Agreement, a Person or Persons shall be deemed to
have a majority ownership interest in a limited liability company, partnership,
association or other business entity if such Person or Persons shall be
allocated a majority of limited liability company, partnership, association or
other business entity gains or losses or shall be or control any managing
director, managing member, or general partner of such limited liability
company, partnership, association or other business entity.


 


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2.                                       Demand
Registrations.


 


(a)                                  Requests
for Registration.


 


(i)                                     At
any time after the date hereof, the holder(s) of a majority of the BRS Registrable
Securities may request registration under the Securities Act (other than in
connection with the Current Registration Statement) of all or any portion of
their Registrable Securities on Form S-1 or any similar long-form
registration (a “Long-Form Registration”), or on Form S-2 or S-3
or any similar short-form registration (a “Short-Form Registration”)
if such a short form is available.


 


(ii)                                  All
registrations requested pursuant to this Section 2(a) are
referred to herein as “Demand Registrations”. Each request for a Demand
Registration (a “Demand Request”) shall specify the approximate number
of Registrable Securities requested to be registered, the anticipated method or
methods of distribution and the anticipated per share price range for such
offering. Within ten days after receipt of any such Demand Request, the Company
will give written notice of such requested registration (which shall specify
the intended method of disposition of such Registrable Securities) to all other
holders of Registrable Securities (a “Company Notice”) and the Company
will include (subject to the provisions of this Agreement) in such
registration, all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 20 days after the
delivery of such Company Notice; provided that any such other holder may
withdraw its request for inclusion at any time prior to executing the
underwriting agreement or, if none, prior to the applicable registration
statement becoming effective.


 


(b)                                 Long-Form Registrations.
The holders of BRS Registrable Securities will be entitled to unlimited Long-Form Registrations.
The Company will pay all Registration Expenses in connection with any
registration initiated as a Long-Form Registration whether or not it has
become effective.


 


(c)                                  Short-Form Registrations.
The holders of BRS Registrable Securities will be entitled to unlimited Short-Form Registrations.
Demand Registrations by holders of BRS Registrable Securities will be Short-Form Registrations
whenever the Company is permitted to use any applicable short form. After the
Company has become subject to the reporting requirements of the Exchange Act,
the Company will use its best efforts to make Short-Form Registrations on Form S-3
available for the sale of BRS Registrable Securities. The Company will pay all
Registration Expenses in connection with any registration initiated as a Short-Form Registration
by the holders of BRS Registrable Securities whether or not it has become
effective.


 


(d)                                 Priority
on Demand Registrations.


 


(i)                                     The
Company will not include in any Demand Registration any securities which are
not Registrable Securities unless holder(s) of a majority of the Registrable
Securities initiating such Demand Registration pursuant to Section 2(a) otherwise
consent.


 


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(ii)                                  If
a Demand Registration is an underwritten offering and the managing underwriters
advise the Company in writing that in their opinion the number of Registrable
Securities and, if permitted hereunder, other securities, requested to be
included in such offering exceeds the number of Registrable Securities and
other securities, if any, which can be sold in an orderly manner in such
offering within a price range acceptable to holder(s) of a majority of the
Registrable Securities initiating such Demand Registration pursuant to Section 2(a) and
without adversely affecting the marketability of the offering, then the Company
will include in such Demand Registration (A) first, the number of
Registrable Securities requested to be included in such Demand Registration (by
holders initiating such Demand Registration as well as other holders who are
permitted under this Agreement to request the inclusion of Registrable
Securities in such Demand Registration), pro rata from
among the holders of such Registrable Securities according to the number of
Registrable Securities requested by them to be so included, and (B) second,
any other securities of the Company requested to be included in such registration,
in such manner as the Company may determine.


 


(e)                                  Restrictions
on Demand Registrations.


 


(i)                                     The
Company will not be obligated to file any registration statement with respect
to any Long-Form Registration within 180 days after the effective date of
a previous Long-Form Registration (including the Current Registration
Statement) or a previous registration in which the holders of Registrable
Securities were given piggyback rights pursuant to Section 3 and in
which there were included not less than 80% of the number of Registrable
Securities requested to be included.


 


(ii)                                  The
Company may postpone for up to 90 days the filing or the effectiveness of a
registration statement for a Demand Registration if the Company determines that
such Demand Registration would reasonably be expected to have a material
adverse effect on any proposal or plan by the Company or any of its
Subsidiaries to engage in any acquisition of assets (other than in the ordinary
course of business) or any merger, consolidation, tender offer, reorganization
or similar transaction; provided that in such event the holders of Registrable
Securities initiating such Demand Registration pursuant to Section 2(a) will
be entitled to withdraw such request and, if such request is withdrawn, such
Demand Registration will not count as one of the permitted Demand Registrations
hereunder and the Company will pay all Registration Expenses in connection with
such requested registration. The Company may use the provisions of this clause (ii) to
delay a Demand Registration initiated by holders of BRS Registrable Securities
only once during any twelve-month period.


 


(f)                                    Selection
of Underwriters. In the case of any Demand Registration, the holders of a
majority of the BRS Registrable Securities to be included in such Demand
Registration will have the right to select the investment banker(s) and
manager(s) to administer the offering (which investment banker(s) and
manager(s) will be nationally recognized).


 


(g)                                 Other
Registration Rights. Except as provided in this Agreement, after the date
hereof, the Company will not grant to any Persons the right to request the
Company to register any Common Stock, or any securities convertible or
exchangeable into or exercisable for


 


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Common Stock, without the
prior written consent of the holders of a majority of the BRS Registrable
Securities.


 


3.                                       Piggyback
Registrations.


 


(a)                                  Right
to Piggyback. Whenever the Company proposes to register any of its Common Stock
under the Securities Act for its own account or for the account of any holder of
Common Stock (other than pursuant to the Current Registration Statement, other
than pursuant to a Demand Registration, other than pursuant to a registration
statement on Form S-8 or S-4 or any similar or successor form, other than
in connection with a registration the primary purpose of which is to register
debt securities (i.e., in connection with a so-called “Equity Kicker”),
and, except, unless the Company has received the prior written consent of
holders of a majority of the BRS Registrable Securities, in connection with an
initial Public Offering) (a “Piggyback Registration”), the Company will
give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration and of such holders’ rights under this Section 3(a).
Upon the written request of any holder of Registrable Securities (which request
shall specify the Registrable Securities intended to be disposed of by such
holder and the intended method of disposition thereof), the Company shall
include in such registration (subject to the provisions of this Agreement) all
Registrable Securities requested to be registered pursuant to this Section 3(a),
subject to Section 3(b) below, with respect to which the
Company has received written requests for inclusion therein within 20 days
after the receipt of the Company’s notice; provided that any such other holder
may withdraw its request for inclusion at any time prior to executing the
underwriting agreement or, if none, prior to the applicable registration
statement becoming effective.


 


(b)                                 Priority
on Primary Registrations. If a Piggyback Registration is in part an
underwritten primary registration on behalf of the Company and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in an orderly manner in such offering within a price range
acceptable to the Company and without adversely affecting the marketability of
the offering, then the Company will include in such registration (i) first,
the securities the Company proposes to sell, (ii) second, the Registrable
Securities requested to be included in such registration, pro rata from among
the holders of such Registrable Securities according to the number of
Registrable Securities requested by them to be so included, and (iii) third,
any other securities requested to be included in such registration, in such
manner as the Company may determine.


 


(c)                                  Priority
on Secondary Registrations. If a Piggyback Registration is an underwritten
secondary registration on behalf of holders of the Company’s securities, and
the managing underwriters advise the Company in writing that in their opinion
the number of securities requested to be included in such registration exceeds
the number which can be sold in an orderly manner in such offering within a
price range acceptable to the holders initially requesting such registration
and without adversely affecting the marketability of the offering, then the
Company will include in such registration (i) first, (A) the
securities requested to be included therein by the holders requesting such
registration and (B) the Registrable Securities requested to be included
in such registration, pro rata from among such holders and the holders


 


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of such Registrable
Securities according to the number of Registrable Securities requested by them
to be so included, and (ii) second, any other securities requested to be
included in such registration, in such manner as the Company may determine.


 


(d)                                 Other
Registrations. If the Company has previously filed a registration statement
with respect to Registrable Securities pursuant to Section 2 or
pursuant to this Section 3, and if such previous registration has
not been withdrawn or abandoned, then all the parties hereto agree that the
Company shall not be required to effect any other registration of any of its
equity or similar securities or securities convertible or exchangeable into or
exercisable for its equity or similar securities under the Securities Act
(except on Forms S-4 or S-8 or any successor or similar form or in connection
with a Demand Registration), whether on its own behalf or at the request of any
holder or holders of such securities, until a period of at least 180 days has
elapsed from the effective date of such previous registration.


 


(e)                                  Registration
Expenses. The Company will pay all Registration Expenses in connection with
any Piggyback Registration whether or not such Piggyback Registration has
become effective.


 


4.                                       Holdback
Agreements.


 


(a)                                  Each
holder of Registrable Securities hereby agrees (i) not to effect any sale
or distribution of Common Stock, or any securities convertible into or
exchangeable or exercisable for Common Stock, during the seven days prior to
and the 180-day period beginning on the effective date of a Public Offering
(except as part of such Public Offering), unless the underwriters managing such
Public Offering otherwise agree (which agreement shall be equally applicable to
all holders of Registrable Securities) and (ii) to execute and deliver any
reasonable agreement which is consistent with the provisions of clause (i) of
this Section 4(a) and which may be required by the
underwriters managing such Public Offering.


 


(b)                                 The
Company (i) will not effect any sale or distribution of Common Stock, or
any securities convertible into or exchangeable or exercisable for Common Stock,
during the seven days prior to and during the 180-day period beginning on the
effective date of a Public Offering (except as part of such Public Offering),
unless the underwriters managing such Public Offering otherwise agree (which
agreement shall be equally applicable to all holders of Registrable
Securities), and (ii) will cause each holder of Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock,
purchased from the Company at any time after the date of this Agreement (other
than in a Public Offering) to agree not to effect any sale or distribution of
any such securities during such period (except as part of such Public Offering,
if otherwise permitted), unless the underwriters managing such Public Offering
otherwise agree.


 


5.                                       Registration
Procedures. Whenever the holders of Registrable Securities have requested
that any Registrable Securities be registered pursuant to this Agreement, the
Company will use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as
possible:


 


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(a)                                  prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will furnish
to the counsel selected pursuant to Section 6(b) below copies
of all such documents proposed to be filed, which documents will be subject to
the prompt review and reasonable comment of such counsel), and upon filing such
documents, the Company shall promptly notify in writing such counsel of the
receipt by the Company of any written comments by the SEC with respect to such
registration statement or prospectus or any amendment or supplement thereto or
any written request by the SEC for the amending or supplementing thereof or for
additional information with respect thereto;


 


(b)                                 notify
each holder of Registrable Securities of the effectiveness of each registration
statement filed hereunder and prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for a period of not less than 180 days or, if such registration
statement relates to an underwritten offering, such longer period as, in the
opinion of counsel for the underwriters, a prospectus is required by law to be
delivered in connection with sales of Registrable Securities by any underwriter
or dealer or such shorter period as will terminate when all of the securities
covered by such registration statement have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof as set
forth in such registration statement (but in any event not before the
expiration of any longer period required under the Securities Act), and comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement and cause the prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act;


 


(c)                                  furnish
to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus)
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such seller;


 


(d)                                 if
requested by the holders of a majority of the BRS Registrable Securities in
connection with any Demand Registration requested by such holders, use its
commercially reasonable efforts to cause to be included in such registration
Common Stock having an aggregate value (based on the midpoint of the proposed
offering price range specified in the registration statement used to offer such
securities) of up to $50.0 million, to be offered in a primary offering of the
Company’s securities contemporaneously with such offering of Registrable
Securities;


 


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(e)                                  use
its best efforts to register or qualify such Registrable Securities under such
other securities or blue sky laws of such jurisdictions as any seller
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subsection, (ii) subject itself to
taxation in any such jurisdiction in any jurisdiction where it is not so
subject or (iii) consent to general service of process (i.e., service of
process which is not limited solely to securities law violations) in any such
jurisdiction in any jurisdiction where it is not so subject);


 


(f)                                    promptly
notify each seller of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, upon discovery that, or upon the discovery of the happening of any event
as a result of which the prospectus included in such registration statement
contains an untrue statement of a material fact or omits any fact necessary to
make the statements therein not misleading in light of the circumstances under
which they were made, and, at the request of any such seller, the Company will,
as soon as reasonably practicable, file and furnish to all sellers a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein not misleading in light of the circumstances under which
they were made;


 


(g)                                 cause
all such Registrable Securities to be listed on each securities exchange on
which similar securities issued by the Company are then listed and, if not so
listed, to be listed on the Nasdaq National Market System (“NASDAQ Market”)
and, if listed on the Nasdaq Market, use its best efforts to secure designation
of all such Registrable Securities covered by such registration statement as a
Nasdaq “National Market System security” within the meaning of Rule 11Aa2-1
under the Exchange Act or, failing that, to secure Nasdaq Market authorization
for such Registrable Securities and, without limiting the generality of the
foregoing, to arrange for at least two market makers to register as such with
respect to such Registrable Securities with the National Association of
Securities Dealers;


 


(h)                                 provide
a transfer agent and registrar for all such Registrable Securities not later
than the effective date of such registration statement;


 


(i)                                     enter
into such customary agreements (including underwriting agreements in customary
form) and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, effecting a split or a combination
of stock or units); provided that no holder of Registrable Securities shall
have any indemnification or contribution obligations inconsistent with Section 7
hereof;


 


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(j)                                     make
available for inspection by any seller of Registrable Securities, any
underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers,
directors, employees and independent accountants to supply all information and
participate in due diligence sessions reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement;


 


(k)                                  otherwise
use its best efforts to comply with all applicable rules and regulations
of the SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve
months beginning with the first day of the Company’s first full calendar
quarter after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 promulgated thereunder;


 


(l)                                     use
reasonable best efforts to prevent the issuance of any stop order (“Stop Order”)
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any securities included in such registration statement for
sale in any jurisdiction, and, in the event of such issuance, the Company shall
immediately notify the holders of Registrable Securities included in such
registration statement of the receipt by the Company of such notification and
shall use its best efforts promptly to obtain the withdrawal of such order;


 


(m)                               use
its best efforts to cause such Registrable Securities covered by such
registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers
thereof to consummate the disposition of such Registrable Securities, and
cooperate and assist with any filings to be made with the NASD;


 


(n)                                 obtain
one or more “cold comfort” letters, dated the effective date of such
registration statement (and, if such registration includes an underwritten Public
Offering, dated the date of the closing under the underwriting agreement),
signed by the Company’s independent public accountants in customary form and
covering such matters of the type customarily covered by “cold comfort” letters
as the holders of a majority of the Registrable Securities being sold
reasonably request; and


 


(o)                                 provide
a legal opinion of the Company’s outside counsel, dated the effective date of
such registration statement (and, if such registration includes an underwritten
Public Offering, dated the date of the closing under the underwriting
agreement), with respect to the registration statement, each amendment and
supplement thereto, the prospectus included therein (including the preliminary
prospectus) and such other documents relating thereto in customary form and
covering such matters of the type customarily covered by legal opinions of such
nature.


 


11





















 


If any such registration
or comparable statement refers to any holder by name or otherwise as the holder
of any securities of the Company and if in such holder’s sole and exclusive
judgment, such holder is or might be deemed to be an underwriter or a
controlling person of the Company, such holder shall have the right to (i) require
the insertion therein of language, in form and substance satisfactory to such
holder and presented to the Company in writing, to the effect that the holding
by such holder of such securities is not to be construed as a recommendation by
such holder of the investment quality of the Company’s securities covered
thereby and that such holding does not imply that such holder will assist in
meeting any future financial requirements of the Company, or (ii) in the
event that such reference to such holder by name or otherwise is not required
by the Securities Act or any similar Federal statute then in force, require the
deletion of the reference to such holder; provided, that with respect to this
clause (ii), if requested by the Company, such holder shall furnish to the
Company an opinion of counsel to such effect, which opinion and counsel shall
be reasonably satisfactory to the Company.


 


6.                                       Registration
Expenses.


 


(a)                                  All
expenses incident to the Company’s performance of or compliance with this
Agreement, including without limitation all Registration Expenses, will be
borne by the Company.


 


(b)                                 In
connection with each Demand Registration and each Piggyback Registration, the
Company will reimburse the holders of Registrable Securities included in such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of the Registrable Securities initially requesting
such registration (which counsel shall be retained to represent all such
holders).


 


7.                                       Indemnification.


 


(a)                                  By
the Company. The Company agrees to, and will cause each of its Subsidiaries
to agree to, indemnify, to the fullest extent permitted by law, each holder of
Registrable Securities, its officers, directors, members, employees, agents, stockholders
and general and limited partners and each Person who controls such holder
(within the meaning of the Securities Act and Exchange Act) against any and all
losses, claims, damages, liabilities and expenses (or actions or proceedings,
whether commenced or threatened, in respect thereof), joint or several, arising
out of or based upon any untrue or alleged untrue statement of material fact
contained in any registration statement, reports required and other documents
filed under the Exchange Act, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto, together with any documents
incorporated therein by reference, or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation or alleged violation by the Company or
any of its Subsidiaries of any federal, state, foreign or common law rule or
regulation and relating to action or inaction in connection with any such
registration, disclosure document or other document and shall reimburse such
holder, officer, director, member, employee,


 


12





















 


agent, stockholder,
partner or controlling Person for any legal or other expenses, including any
amounts paid in any settlement effected with the consent of the Company, which
consent will not be unreasonably withheld or delayed, incurred by such holder,
officer, director, member, employee, agent, stockholder, partner or controlling
Person in connection with the investigation or defense of such loss, claim,
damage, liability or expense, except insofar as the same are caused by or
contained in any information furnished in writing to the Company by such holder
expressly for use therein. In connection with an underwritten offering, the
Company will indemnify such underwriters, their officers, directors, agents and
employees and each Person who controls such underwriters (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.


 


(b)                                 By
the Holders. In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder will
furnish to the Company in writing such information and affidavits about such
holder as the Company reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law, will
indemnify the Company, its directors and officers and each Person who controls
the Company (within the meaning of the Securities Act) and the other holders of
Registrable Securities against any losses, claims, damages, liabilities and
expenses resulting from any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by such holder which authorizes its use in the applicable document;
provided, that the obligation to indemnify will be individual, not joint and
several, for each holder and will be limited to the net amount of proceeds
received by such holder from the sale of Registrable Securities pursuant to
such registration statement.


 


(c)                                  Claim
Procedures. Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice
will not impair any Person’s right to indemnification hereunder to the extent
such failure has not prejudiced the indemnifying party) and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist with respect to such claim,
permit the indemnifying party to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent it may wish, with
counsel reasonably satisfactory to the indemnified party. If such defense is
assumed, the indemnifying party will not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld or delayed) and the indemnifying party shall
not, without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof, a release from all liability in respect of such
claim or litigation provided by the claimant or plaintiff to such indemnified
party. An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim will not be obligated to pay (i) the fees and
expenses of more than one counsel 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 or (ii) any settlement made by any indemnified party without
such indemnifying party’s consent (but such consent will not be unreasonably
withheld).


 


13





















 


(d)                                 Survival;
Contribution. The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, agent or employee and each
other Person who participates as an underwriter in the offering or sale of such
securities and each other Person, if any, who controls such indemnified party
(within the meaning of the Securities Act), and will survive the transfer of
securities. The Company also agrees to make such provisions, as are reasonably
requested by any indemnified party, for contribution to such party in the event
the Company’s indemnification is unavailable for any reason.


 


8.                                       Participation
in Underwritten Registrations. No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees
to sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder to approve
such arrangements (including, without limitation, pursuant to the terms of any
over-allotment or “green shoe” option requested by the managing underwriter(s),
provided that no holder of Registrable Securities will be required to sell more
than the number of Registrable Securities that such holder has requested the
Company to include in any registration) and (b) completes and executes all
customary questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements; provided, that no holder of Registrable Securities included in
any underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters (other than representations and
warranties regarding such holder and such holder’s intended method of
distribution) or to undertake any indemnification or contribution obligations
to the Company or the underwriters with respect thereto, except as otherwise
provided in Section 7.


 


9.                                       Rule 144
Reporting. With a view to making available to the holders of Registrable
Securities the benefits of certain rules and regulations of the SEC which
may permit the sale of the Registrable Securities to the public without
registration, the Company agrees at its expense to use its best efforts to:


 


(a)                                  make
and keep current public information available, within the meaning of Rule 144
or any similar or analogous rule promulgated under the Securities Act, at
all times after it has become subject to the reporting requirements of the
Exchange Act;


 


(b)                                 file
with the SEC, in a timely manner, all reports and other documents required of the
Company under the Securities Act and Exchange Act (after it has become subject
to such reporting requirements); and


 


(c)                                  so
long as any party hereto owns any Registrable Securities, furnish to such
Person forthwith upon request, a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 (at any time
commencing 90 days after the effective date of the first registration filed by
the Company for an offering of its securities to the general public), the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); a copy of the most recent annual or quarterly
report of the Company; and such other reports and


 


14





















 


documents
as such Person may reasonably request in availing itself of any rule or
regulation of the SEC allowing it to sell any such securities without
registration.


 


10.                                 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 holder of
Registrable Securities at such holder’s last address on the records of the
Company, and to the Company at: 1110 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.


 


11.                                 Miscellaneous.


 


(a)                                  No
Inconsistent Agreements. The Company represents and warrants to the holders
of Registrable Securities that the registration rights granted to the holders
of such securities hereby do not conflict with any other registration rights
granted by the Company.


 


(b)                                 Remedies.
Any Person having rights under any provision of this Agreement will be entitled
to enforce such rights specifically to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law. The parties hereto agree and acknowledge that money damages may
not be an adequate remedy for any breach of the provisions of this Agreement
and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or other security)
for specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement.


 


(c)                                  Amendments
and Waivers. The provisions of this Agreement may be amended or waived only
upon the prior written consent of the Company and holders of at least a
majority of the number of BRS Registrable Securities; and any amendment to
which such written consent is obtained will be binding upon the Company and all
holders of Registrable Securities.


 


(d)                                 Successors
and Assigns. All covenants and agreements in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not, including any corporation which is a successor to the Company.


 


(e)                                  Severability.
Whenever possible, each provision of this Agreement will 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 prohibited by or invalid under applicable law,
such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.


 


15





















 


(f)                                    Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together will constitute one and the same Agreement.


 


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


 


(h)                                 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 choice of law
or conflict of law provision or rule (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.


 


(i)                                     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.


 


(j)                                     Transfer.
Prior to transferring any Registrable Securities (other than a transfer
pursuant to which such Securities cease to be Registrable Securities) to any
Person, the Person transferring such Registrable Securities will cause the
prospective transferee to execute and deliver to the Company, a joinder to this
Agreement substantially in the form of Exhibit A hereto pursuant to
which the prospective transferee agrees to be bound by this Agreement to the
same extent as the Person transferring such Registrable Securities with respect
to the Registrable Securities so transferred.


 


(k)                                  Issuance
by the Company of Additional Common Stock and Grant of Rights under this
Agreement. In connection with any issuance by the Company of shares of
Common Stock or securities convertible or exchangeable into Common Stock, the Parties
agree that, with the prior written consent of the holders of a majority of the
BRS Registrable Securities, the Company may grant (but shall be under no
obligation to grant) to the purchasers of such Common Stock or securities rights
substantially similar to the rights granted to the holders of Other Registrable
Securities hereunder (provided that, if such grant is made, each such purchaser
is also subject to the obligations of holders of Other Registrable Securities
hereunder) by causing each such purchaser to execute a joinder to this
Agreement substantially in the form of Exhibit A hereto.


 


(l)                                     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 Registration 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 Registration Rights
Agreement shall continue in effect.


 


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


 


16





















 


[Signature Pages Follow]


 


17





















 


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 Registration Rights Agreement
dated as of           , 2006


 


18





















 


	
  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:

  	
   

  	
   

  	
  By:

  	
   

  
	
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  Bruckmann,
  Rosser, Sherrill & Co.,

  Inc. (1)

  	
   

  	
  The Estate of Donald J. Bruckmann(1)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
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  BCB Family Partners, L.P. (1)

  	
   

  	
  NAZ Family Partners, L.P. (1)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
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  Harold Rosser Charitable Trust(1)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print name:

  	
   

  	
   

  	
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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 Registrable Securities Holders


 


 


Amended and Restated Registration Rights Agreement
dated as of           , 2006


 


19





















 


	
  Wheeler Investments, Inc. (3)

  	
   

  	
  Southern Nevada Capital Corporation(2)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

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

  	
   

  	
  The Connor Family Trust(3)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print name:

  	
   

  	
   

  	
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  The McClain Family Revocable Trust(2)

  	
   

  	
  Robert G. Williams Limited Partnership(3)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

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

  	
   

  	
  John and Ellen Williams Limited

  Partnership(3)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
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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)

  	
   

  	
   

  	
   

  



 










(1)                               Other Registrable Securities
Holders


 


 


Amended and Restated Registration Rights Agreement
dated as of           , 2006


 


20





















 


Schedule A to Amended and


Restated Registration Rights Agreement


 


Shares of Common Stock Issuable Pursuant to the
Merger


 


Attached


 





















 


Exhibit A to Amended and


Restated Registration Rights Agreement


 


Form of Joinder to

Amended and Restated Registration Rights Agreement


 


Joinder
to the Amended and Restated Registration Rights Agreement dated as of           
(the “Registration 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 Registration Rights Agreement.


 


Whereas,
Holder has acquired                    
shares of the Common Stock from                                       .


 


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 (i) acknowledges that it has received and
reviewed a complete copy of the Registration Rights Agreement and (ii) agrees
that upon execution of this Joinder, it shall become a party to the Registration
Rights Agreement and shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Registration Rights Agreement as though
an original party thereto. In addition, Holder hereby agrees that all Common Stock
held by Holder shall be deemed [BRS Registrable Securities/Other Registrable Securities]
and Registrable Securities for all purposes of the Registration Rights 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
Registrable Securities and the respective successors, heirs and assigns of each
of them, so long as they hold any Registrable Securities.


 


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


 


[Name]

[Address]


 


4.                                       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.


 





















 


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.


 


In
witness whereof, the parties hereto have executed this Joinder to the Registration
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:

  	
   

  	
   

  	
   

  	
   

  
						



 


2