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                                                                   Exhibit 10.25

                 H&E EQUIPMENT SERVICES L.L.C. PLEDGE AGREEMENT
                       (IN FAVOR OF THE COLLATERAL AGENT)

THIS PLEDGE AGREEMENT, dated as of June 17, 2002 (this "AGREEMENT") between H&E
Equipment Services L.L.C., a Louisiana limited liability company (the "PLEDGOR")
and The Bank of New York in its capacity as trustee (in such capacity, the
"TRUSTEE") and collateral agent (in such capacity, the "COLLATERAL AGENT") under
the Indenture referred to below.

WHEREAS:

(A)  Pursuant to the terms, conditions and provisions of the Indenture dated as
     of the date hereof (as it may be amended, restated, supplemented or
     otherwise modified and in effect from time to time, the "INDENTURE") among
     the Pledgor, H&E Finance Corp., a Delaware corporation (together with the
     Pledgor, each individually an "ISSUER" and collectively the "ISSUERS"), the
     guarantors named therein and the Collateral Agent, the Issuers are issuing,
     as of the date hereof $200,000,000 of 11?% Senior Secured Notes due 2012,
     and may, from time to time, issue additional notes in accordance with the
     provisions of the Indenture (collectively, the "NOTES");

(B)  Pursuant to that certain H&E Equipment Services L.L.C. Pledge Agreement
     dated as of the date hereof by the Pledgor in favor of General Electric
     Capital Corporation, as collateral agent for the secured parties therein
     (the "CREDIT AGREEMENT AGENT") (such document, as amended, modified or
     supplemented from time to time, the "PRIORITY PLEDGE AGREEMENT"), the
     Pledgor has pledged to the Credit Agreement Agent, and granted the Credit
     Agreement Agent a security interest in, the Pledged Collateral (as defined
     below) pursuant to the Credit Agreement dated as of June 17, 2002 (as it
     may be amended, restated, supplemented or otherwise modified and in effect
     from time to time, the "CREDIT AGREEMENT") among the Pledgor, Great
     Northern Equipment, Inc., a Montana corporation (together with the Pledgor,
     each individually, a "BORROWER", and collectively, and jointly and
     severally, the "BORROWERS"), the other Persons named therein as lenders
     from time to time (the "LENDERS"), the other Persons named therein as
     credit parties (the "CREDIT PARTIES"), Credit Agreement Agent, as Arranger,
     Bank of America, N.A., as Syndication Agent and Fleet Capital Corporation,
     as Documentation Agent, the Lenders have agreed to make available to
     Borrowers, upon the terms and conditions thereof, certain revolving credit
     facilities;

(C)  In order to induce the Trustee to enter into the Indenture and the Initial
     Purchasers to purchase the Notes, the Pledgor, pursuant to the terms of the
     Indenture, has agreed to pledge to the Collateral Agent, and grant the
     Collateral Agent a security interest in, the Pledged Collateral (as defined
     below) in accordance with this Agreement; and

(D)  To the extent and upon the terms set forth in Article 10 of the Indenture,
     (i) the Liens granted by this Agreement as security for the Secured
     Obligations (as defined below) upon any and all of the Pledged Collateral
     (as defined below) are subordinate in ranking to all present and future
     Priority Liens upon any and all of the Pledged Collateral; and (ii) the
     Note Liens upon any and all Pledged Collateral will be of equal ranking
     with all present and future Parity Liens.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and in order to induce the Trustee to enter into the Indenture and the
Initial Purchasers to purchase the Notes, the Pledgor hereby agrees with the
Trustee as the Collateral Agent for the benefit of all the present and future
Holders of Secured Obligations (as defined below) as follows:

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1.   DEFINITIONS

     Unless otherwise defined herein, terms defined in the Indenture are used
     herein as therein defined, and the following shall have (unless otherwise
     provided elsewhere in this Agreement) the following respective meanings
     (such meanings being equally applicable to both the singular and plural
     form of the terms defined):

     "BANKRUPTCY CODE" means title 11, United States Code, as amended from time
     to time, and any successor statute thereto;

     "GOVERNMENTAL AUTHORITY" means any nation or government, any state or other
     political subdivision thereof, and any agency, department or other entity
     exercising executive, legislative, judicial, regulatory or administrative
     functions of or pertaining to government;

     "HOLDERS OF SECURED OBLIGATIONS" means the Holders of Notes and all other
     Persons who at any time hold or acquire any interest in, or any right to
     enforce, any of the Secured Obligations;

     "PLEDGED COLLATERAL" has the meaning assigned to such term in Section 2
     hereof;

     "PLEDGED ENTITY" means the issuer of Pledged Shares or Pledged
     Indebtedness;

     "PLEDGED INDEBTEDNESS" means the Indebtedness evidenced by promissory notes
     and instruments listed on Part B of Schedule I hereto;

     "PLEDGED SHARES" means those shares of Stock listed on Part A of Schedule I
     hereto;

     "SPECIFIED PRIORITY LIEN" means the Lien on the Pledged Collateral granted
     by the Pledgor to the Credit Agreement Agent for the benefit of the Lenders
     under the Priority Pledge Agreement which Lien has priority to the Lien
     hereof to the extent and on the terms set forth in Article 10 of the
     Indenture; and

     "SECURED OBLIGATIONS" means all liability of the Pledgor, whenever incurred
     or arising, under, for or in respect of the Notes, the Subsidiary
     Guarantees and any and all other present and future Note Obligations.

     "STOCK" means all shares, options, warrants, general or limited partnership
     interests, membership interests or other equivalents (regardless of how
     designated) of or in a corporation, partnership, limited liability company
     or equivalent entity whether voting or nonvoting, including common stock,
     preferred stock or any other "equity security" (as such term is defined in
     Rule 3a11-1 of the General Rules and Regulations promulgated by the
     Securities and Exchange Commission (the "COMMISSION") under the Securities
     Exchange Act of 1934).

2.   PLEDGE

     The Pledgor hereby pledges to the Trustee as the Collateral Agent for the
     benefit of all the present and future Holders of Secured Obligations, and
     grants to the Trustee as the Collateral Agent for the benefit of all the
     present and future Holders of Secured Obligations, a security interest in
     all of the following (collectively, the "PLEDGED COLLATERAL"):

     (a)  (i) the Pledged Shares and the certificates representing the Pledged
          Shares, (ii) all options, warrants, shares and/or other securities,
          shares of stock, certificates, instruments or other documents
          representing the Pledged Shares and (iii) all dividends,
          distributions, cash, instruments and other property or proceeds from
          time to time received, receivable or otherwise distributed in respect
          of or in exchange for any or all of the Pledged Shares;

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     (b)  any additional shares of stock of the Pledged Entity from time to time
          acquired by the Pledgor in any manner (which shares shall be deemed to
          be part of the Pledged Shares), and the certificates representing such
          additional shares, and all dividends, distributions, bonus issues,
          offers by way of rights allotments, cash, instruments, compensation,
          assets and other property or proceeds from time to time received,
          receivable or otherwise distributed in respect of or in exchange for
          any or all of such Stock;

     (c)  the Pledged Indebtedness and the promissory notes or instruments
          evidencing the Pledged Indebtedness, and all interest, cash,
          instruments and other property and assets from time to time received,
          receivable or otherwise distributed in respect of the Pledged
          Indebtedness;

     (d)  all additional Indebtedness arising after the date hereof and owing to
          the Pledgor and evidenced by promissory notes or other instruments,
          together with such promissory notes and instruments, and all interest,
          cash, instruments and other property and assets from time to time
          received, receivable or otherwise distributed in respect of that
          Pledged Indebtedness; and

     (e)  all proceeds of every kind, including proceeds of proceeds, of any and
          all of the foregoing (including, without limitation, proceeds which
          constitute property of the type described above) and to the extent not
          otherwise included, all money and cash.

3.   SECURITY FOR OBLIGATIONS

     This Agreement secures, and the Pledged Collateral is security for, the
     prompt payment in full when due, whether at stated maturity, by
     acceleration or otherwise, and performance of all of the Secured
     Obligations.

4.   DELIVERY OF PLEDGED COLLATERAL

     Upon, and concurrently with, the Discharge of Priority Lien Indebtedness,
     without notice or demand: (i) the Pledgor shall deliver, or shall cause
     Credit Agreement Agent to deliver, all certificates and all promissory
     notes and instruments evidencing the Pledged Collateral owned by the
     Pledgor and all other warrants, shares and/or other securities, original
     shares of stock, certificates, instruments or other documents, in each case
     evidencing or representing title to other Pledged Collateral to the
     Collateral Agent; and (ii) all such Pledged Shares shall be accompanied by
     duly executed instruments of transfer or assignment in blank, all in form
     and substance satisfactory to the Collateral Agent and all promissory notes
     or other instruments evidencing any such Pledged Indebtedness shall be
     endorsed by the Pledgor, and, if necessary, the Credit Agreement Agent
     (which may endorse without recourse or warranty); PROVIDED, that if the
     Pledged Entity's constitutive documents contain a restriction on the right
     to transfer its shares then, in order to better perfect the Collateral
     Agent's security in any such Pledged Shares of such Pledged Entity, the
     certificates evidencing those Pledged Shares shall be registered in the
     Collateral Agent's name or, at the Collateral Agent's option, the
     Collateral Agent's nominees name, and shall be accompanied by a copy of the
     share register of such Pledged Entity showing the Collateral Agent's name
     or, at the Collateral Agent's option, the Collateral Agent's nominee's
     name, as the registered owner of those Pledged Shares of such Pledged
     Entity, certified by the corporate secretary of such Pledged Entity as
     being true and complete.

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5.   REPRESENTATIONS AND WARRANTIES

     The Pledgor represents and warrants to the Collateral Agent that:

     (a)  The Pledgor is, and at the time of delivery of the Pledged Shares to
          Credit Agreement Agent will be, the sole holder of record (unless at
          the time of delivery of such Pledged Shares to Credit Agreement Agent,
          such Pledged Shares are registered in Credit Agreement Agent's or, at
          Credit Agreement Agent's option, Credit Agreement Agent's nominee's
          name, in which case the Pledgor was the sole holder of record of such
          Pledged Shares immediately prior to registration in Credit Agreement
          Agent's or Credit Agreement Agent's nominee's name, as applicable) and
          the sole beneficial owner of such Pledged Collateral pledged by the
          Pledgor free and clear of any Lien thereon or affecting the title
          thereto, except for any Lien created by this Agreement and any
          Permitted Lien (including any Specified Priority Lien); the Pledgor is
          and at the time of delivery of the instruments or certificates
          evidencing the Pledged Indebtedness to Credit Agreement Agent will be,
          the sole beneficial owner of such Pledged Collateral free and clear of
          any Lien thereon or affecting title thereto, except for any Lien
          created by this Agreement and any Permitted Lien;

     (b)  all of the Pledged Shares have been duly authorized, validly issued
          and are fully paid and non-assessable; the Pledged Indebtedness has
          been duly authorized, authenticated or issued and delivered by, and is
          the legal, valid and binding obligations of, the Pledged Entity, and
          the Pledged Entity is not in default thereunder;

     (c)  the Pledgor has the right and requisite authority to pledge, assign,
          transfer, deliver, deposit and set over the Pledged Collateral pledged
          by the Pledgor to the Credit Agreement Agent and the Collateral Agent
          as provided herein;

     (d)  none of the Pledged Shares or Pledged Indebtedness has been issued or
          transferred in violation of the securities registration, securities
          disclosure or similar laws of any jurisdiction to which such issuance
          or transfer may be subject;

     (e)  all of the Pledged Shares are presently owned by the Pledgor, and are
          presently represented by the certificates listed on Part A of
          Schedule I hereto and the Pledged Collateral constitutes, and so long
          as this Agreement remains in effect will continue to constitute, 100%
          of the equity interests (whether options, warrants or stock or
          otherwise) held by the Pledgor in the Pledged Entity. As of the date
          hereof, there are no existing options, warrants, calls or commitments
          of any character whatsoever relating to the Pledged Shares;

     (f)  no consent, approval, authorization or other order or other action by,
          and no notice to or filing with, any Governmental Authority or any
          other Person is required (i) for the pledge by the Pledgor of the
          Pledged Collateral pursuant to this Agreement or for the execution,
          delivery or performance of this Agreement by the Pledgor, or (ii) for
          the exercise by Credit Agreement Agent or by the Collateral Agent of
          the voting or other rights provided for in this Agreement or the
          remedies in respect of the Pledged Collateral pursuant to this
          Agreement, except as may be required in connection with such
          disposition by laws affecting the offering and sale of securities
          generally and except as may be generally applicable to Credit
          Agreement Agent or the Collateral Agent;

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     (g)  the pledge, assignment and delivery of the Pledged Collateral pursuant
          to this Agreement will create a valid second priority Lien on and a
          second priority perfected security interest in favor of the Trustee as
          the Collateral Agent for the benefit of all the present and future
          Holders of Secured Obligations in the Pledged Collateral and the
          proceeds thereof, securing the payment of the Secured Obligations,
          subject to no other Lien (other than the Specified Priority Lien);

     (h)  as at the date hereof, the Pledged Shares constitute 100% of the
          issued and outstanding shares of common Stock of the Pledged Entity;
          and

     (i)  except as disclosed on Part B of Schedule I, none of the Pledged
          Indebtedness is subordinated in right of payment to other Indebtedness
          (except for the Priority Lien and the Secured Obligations) or subject
          to the terms of an indenture.

     The representations and warranties set forth in this Section 5 shall
     survive the execution and delivery of this Agreement.

6.   COVENANTS

     The Pledgor covenants and agrees that until the payment and performance in
     full of the Secured Obligations:

     (a)  The Pledgor will not sell, assign, transfer, pledge, or otherwise
          encumber any of its rights in or to the Pledged Collateral, or any
          unpaid dividends, interest or other distributions or payments with
          respect to the Pledged Collateral or grant a Lien in the Pledged
          Collateral, unless otherwise expressly permitted by the Indenture;

     (b)  The Pledgor will, at its expense, promptly execute, acknowledge and
          deliver all such instruments and take all such actions as the
          Collateral Agent from time to time may reasonably request in order to
          ensure to the Trustee, the Collateral Agent and all the present and
          future Holders of Secured Obligations the benefits of the Liens in and
          to the Pledged Collateral intended to be created by this Agreement,
          including the filing of any necessary Uniform Commercial Code
          financing statements, which may be filed by the Collateral Agent with
          or (to the extent permitted by law) without the signature of the
          Pledgor, and will cooperate with the Collateral Agent, at the
          Pledgor's expense, in obtaining all necessary approvals and making all
          necessary filings under federal, state, local or foreign law in
          connection with such Liens or any sale or transfer of the Pledged
          Collateral;

     (c)  The Pledgor has and will defend the title to the Pledged Collateral
          and the Liens of the Collateral Agent for the benefit of the present
          and future Holders of Secured Obligations in the Pledged Collateral
          against the claim of any Person other than the holders of Specified
          Priority Liens and will maintain and preserve Liens of the Collateral
          Agent; and

     (d)  Upon, and concurrently with, the Discharge of Priority Lien
          Indebtedness, without notice or demand the Pledgor will, upon
          obtaining ownership of any additional Stock or promissory notes or
          instruments of the Pledged Entity or Stock or promissory notes or
          instruments otherwise required to be pledged pursuant to any of the
          Note Documents or the Priority Pledge Agreement, which Stock, notes or
          instruments are not already Pledged Collateral, promptly (and in any
          event within three (3) Business Days) deliver to the Collateral Agent
          a Pledge Amendment, duly executed by the Pledgor, in substantially the

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          form of Schedule II hereto (a "PLEDGE AMENDMENT") in respect of any
          such additional Stock, notes or instruments, pursuant to which the
          Pledgor shall pledge to the Collateral Agent all of such additional
          Stock, notes and instruments; PROVIDED, HOWEVER, that (i) in no event
          shall the Pledgor be required to pledge to the Collateral Agent shares
          of Stock of an entity organized under the laws of a jurisdiction
          outside the United States which represent more than 65% of the voting
          power of all classes of issued and outstanding shares of such entity
          which are entitled to vote; and (ii) prior to the Discharge of
          Priority Lien Indebtedness, such additional Stock, notes or
          instruments need not be delivered to the Collateral Agent so long as
          they are held by the Credit Agreement Agent. The Pledgor hereby
          authorizes the Collateral Agent to attach each Pledge Amendment to
          this Agreement and agrees that all Pledged Shares and Pledged
          Indebtedness listed on any Pledge Amendment delivered to the
          Collateral Agent shall for all purposes hereunder be considered
          Pledged Collateral.

7.   THE PLEDGOR'S RIGHTS

     As long as no Event of Default shall have occurred and be continuing and
     until written notice shall be given to the Pledgor in accordance with
     Section 8(a) hereof:

     (a)  The Pledgor shall have the right, from time to time, to vote and give
          consents with respect to the Pledged Collateral, or any part thereof
          for all purposes not inconsistent with the provisions of this
          Agreement and the other Note Documents; PROVIDED, HOWEVER, that no
          vote shall be cast, and no consent shall be given or action taken,
          which would have the effect of impairing the position or interest of
          the Collateral Agent in respect of the Pledged Collateral or which
          would authorize, effect or consent to (unless and to the extent
          expressly permitted by the Indenture), or to the extent that the
          consummation of the transaction is conditional upon the payment in
          full in cash of the Note Obligations:

          (i)    the dissolution or liquidation, in whole or in part, of the
                 Pledged Entity;

          (ii)   the consolidation or merger of the Pledged Entity with any
                 other Person;

          (iii)  the sale, disposition or encumbrance of all or substantially
                 all of the assets of the Pledged Entity, except for Liens in
                 favor of the Credit Agreement Agent pursuant to the Priority
                 Pledge Agreement or the Collateral Agent pursuant to the terms
                 hereof;

          (iv)   any change in the authorized number of shares, the stated
                 capital or the authorized share capital of the Pledged Entity
                 or the issuance of any additional shares of its Stock; or

          (v)    the alteration of the voting rights with respect to the Stock
                 of the Pledged Entity; and

     (b)  (i)    The Pledgor shall be entitled, from time to time, to collect
                 and receive for its own use all cash dividends and interest
                 paid in respect of the Pledged Shares and Pledged Indebtedness
                 to the extent not in violation of the Indenture other than any
                 and all: (A) dividends and interest paid or payable other than
                 in cash in respect of any Pledged Collateral, and instruments
                 and other property received, receivable or otherwise
                 distributed in respect of, or in exchange for, any Pledged
                 Collateral; (B) dividends and other distributions paid or
                 payable in cash in respect of any Pledged Shares in connection
                 with a partial or total liquidation or

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                 dissolution or in connection with a reduction of capital,
                 capital surplus or paid-in capital of the Pledged Entity; and
                 (C) cash paid, payable or otherwise distributed, in respect of
                 principal of, or in redemption of, or in exchange for, any
                 Pledged Collateral; PROVIDED, HOWEVER, that until actually paid
                 all rights to such distributions shall remain subject to the
                 Lien created by this Agreement; and

          (ii)   all dividends and interest (other than such cash dividends and
                 interest as are permitted to be paid to the Pledgor in
                 accordance with clause (i) above) and all other distributions
                 in respect of any of the Pledged Shares or Pledged
                 Indebtedness, whenever paid or made, shall be delivered to
                 Collateral Agent to hold as Pledged Collateral and shall, if
                 received by the Pledgor, be received in trust for the benefit
                 of Collateral Agent, be segregated from the other property or
                 funds of the Pledgor, and be forthwith delivered to Collateral
                 Agent as Pledged Collateral in the same form as so received
                 (with any necessary indorsement); PROVIDED that until the
                 Discharge of Priority Lien Indebtedness, such dividends,
                 interest and distributions need not be delivered to the
                 Collateral Agent so long as they are held by the Credit
                 Agreement Agent and may also be held in trust for the Credit
                 Agreement Agent and need not be delivered to the Collateral
                 Agent so long as they are held in trust for the Collateral
                 Agreement Agent.

8.   DEFAULTS AND REMEDIES; PROXY

     (a)  Subject to Article 10 of the Indenture: (i) upon the occurrence of an
          Event of Default and during the continuation of such Event of Default,
          and concurrently with written notice to the Pledgor, the Collateral
          Agent (personally or through an agent) is hereby authorized and
          empowered to transfer and register in its name or in the name of its
          nominee the whole or any part of the Pledged Collateral, to exchange
          certificates or instruments representing or evidencing Pledged
          Collateral for certificates or instruments of smaller or larger
          denominations, to exercise the voting and all other rights as a holder
          with respect thereto, to collect and receive all cash dividends,
          interest, principal and other distributions made thereon, to sell in
          one or more sales after ten (10) days' notice of the time and place of
          any public sale or of the time at which a private sale is to take
          place (which notice the Pledgor agrees is commercially reasonable) the
          whole or any part of the Pledged Collateral and to otherwise act with
          respect to the Pledged Collateral as though the Collateral Agent was
          the outright owner thereof; (ii) any sale shall be made at a public or
          private sale at the Collateral Agent's place of business, or at any
          place to be named in the notice of sale, either for cash or upon
          credit or for future delivery at such price as the Collateral Agent
          may deem fair, and the Collateral Agent may be the purchaser of the
          whole or any part of the Pledged Collateral so sold and hold the same
          thereafter in its own right free from any claim of the Pledgor or any
          right of redemption; (iii) each sale shall be made to the highest
          bidder, but the Collateral Agent reserves the right to reject any and
          all bids at such sale which, in its discretion, it shall deem
          inadequate; (iv) demands of performance, except as otherwise herein
          specifically provided for, notices of sale, advertisements and the
          presence of property at sale are hereby waived and any sale hereunder
          may be conducted by an auctioneer or any officer or agent of the
          Collateral Agent; (v) THE PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND
          APPOINTS THE COLLATERAL AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF THE
          PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL FOR THE PURPOSE OF
          CARRYING OUT THE TERMS OF THIS AGREEMENT, INCLUDING THE RIGHT TO VOTE
          THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO; (vi) THE
          APPOINTMENT OF THE

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          COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN
          INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE; (vii) IN
          ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF
          THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE
          RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO
          WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING
          GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING
          SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS); (viii)
          SUCH PROXY AND POWER OF ATTORNEY SHALL BE EFFECTIVE, AUTOMATICALLY AND
          WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY
          PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY
          PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR
          AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
          EVENT OF DEFAULT (AS DEFINED IN THE INDENTURE); AND (ix)
          NOTWITHSTANDING THE FOREGOING, THE COLLATERAL AGENT SHALL NOT HAVE ANY
          DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT
          BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.

     (b)  Subject to Article 10 of the Indenture: if, at the original time or
          times appointed for the sale of the whole or any part of the Pledged
          Collateral, the highest bid, if there be but one sale, shall be
          inadequate to discharge in full all the Priority Lien Obligations and
          the Secured Obligations, or if the Pledged Collateral be offered for
          sale in lots, if at any of such sales, the highest bid for the lot
          offered for sale would indicate to the Collateral Agent, in its
          discretion, that the proceeds of the sales of the whole of the Pledged
          Collateral would be unlikely to be sufficient to discharge all the
          Priority Lien Obligations and the Secured Obligations, the Collateral
          Agent may, on one or more occasions and in its discretion, postpone
          any of said sales by public announcement at the time of sale or the
          time of previous postponement of sale, and no other notice of such
          postponement or postponements of sale need be given, any other notice
          being hereby waived; PROVIDED, HOWEVER, that any sale or sales made
          after such postponement shall be after ten (10) days' notice to the
          Pledgor.

     (c)  Subject to Article 10 of the Indenture: if, at any time when the
          Collateral Agent in its sole discretion reasonably determines,
          following the occurrence and during the continuance of an Event of
          Default, that, in connection with any actual or contemplated exercise
          of its rights (when permitted under this Section 8) to sell the whole
          or any part of the Pledged Shares hereunder, it is necessary or
          advisable to effect a public registration of all or part of the
          Pledged Collateral pursuant to the Securities Act of 1933, as amended
          (or any similar statute then in effect) (the "ACT"), the Pledgor
          shall, in an expeditious manner, cause the Pledged Entity to:

          (i)    prepare and file with the Commission a registration statement
                 with respect to the Pledged Shares and in good faith use
                 commercially reasonable efforts to cause such registration
                 statement to become and remain effective;

          (ii)   prepare and file with the Commission 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 and to comply with the

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                 provisions of the Act with respect to the sale or other
                 disposition of the Pledged Shares covered by such registration
                 statement whenever the Collateral Agent shall desire to sell or
                 otherwise dispose of the Pledged Shares;

          (iii)  furnish to the Collateral Agent such numbers of copies of a
                 prospectus and a preliminary prospectus, in conformity with the
                 requirements of the Act, and such other documents as the
                 Collateral Agent may request in order to facilitate the public
                 sale or other disposition of the Pledged Shares by the
                 Collateral Agent;

          (iv)   use commercially reasonable efforts to register or qualify the
                 Pledged Shares covered by such registration statement under
                 such other securities or blue sky laws of such jurisdictions
                 within the United States and Puerto Rico as the Collateral
                 Agent shall request, and do such other reasonable acts and
                 things as may be required of it to enable the Collateral Agent
                 to consummate the public sale or other disposition in such
                 jurisdictions of the Pledged Shares by the Collateral Agent;

          (v)    use its best efforts to furnish, at the request of the
                 Collateral Agent, on the date that shares of the Pledged
                 Collateral are delivered to the underwriters for sale pursuant
                 to such registration or, if the security is not being sold
                 through underwriters, on the date that the registration
                 statement with respect to such Pledged Shares becomes
                 effective, (A) an opinion, dated such date, of the independent
                 counsel representing such registrant for the purposes of such
                 registration, addressed to the underwriters, if any, and in the
                 event the Pledged Shares are not being sold through
                 underwriters, then to the Collateral Agent, in customary form
                 and covering matters of the type customarily covered in such
                 legal opinions; and (B) a comfort letter, dated such date, from
                 the independent certified public accountants of such
                 registrant, addressed to the underwriters, if any, and in the
                 event the Pledged Shares are not being sold through
                 underwriters, then to the Collateral Agent, in a customary form
                 and covering matters of the type customarily covered by such
                 comfort letters and as the underwriters or the Collateral Agent
                 shall reasonably request. The opinion of counsel referred to
                 above shall additionally cover such other legal matters with
                 respect to the registration in respect of which such opinion is
                 being given as the Collateral Agent may reasonably request. The
                 letter referred to above from the independent certified public
                 accountants shall additionally cover such other financial
                 matters (including information as to the period ending not more
                 than five (5) Business Days prior to the date of such letter)
                 with respect to the registration in respect of which such
                 letter is being given as the Collateral Agent may reasonably
                 request; and

          (vi)   otherwise use commercially reasonable efforts to comply with
                 all applicable rules and regulations of the Commission, and
                 make available to its security holders, as soon as reasonably
                 practicable but not later than 18 months after the effective
                 date of the registration statement, an earnings statement
                 covering the period of at least 12 months beginning with the
                 first full month after the effective date of such registration
                 statement, which earnings statement shall satisfy the
                 provisions of Section 11(a) of the Act.

     (d)  All expenses incurred in complying with Section 8(c) hereof,
          including, without limitation, all registration and filing fees
          (including all reasonable expenses incident to

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          filing with the National Association of Securities Dealers, Inc.),
          printing expenses, reasonable fees and disbursements of counsel for
          the registrant, the reasonable fees and expenses of counsel for the
          Collateral Agent, expenses of the independent certified public
          accountants (including any special audits incident to or required by
          any such registration) and expenses of complying with the securities
          or blue sky laws or any jurisdictions, shall be paid by the Pledgor.

     (e)  If, at any time when the Collateral Agent shall determine to exercise
          its right to sell the whole or any part of the Pledged Collateral
          hereunder, such Pledged Collateral or the part thereof to be sold
          shall not, for any reason whatsoever, be effectively registered under
          the Act, the Collateral Agent may, in its discretion (subject only to
          applicable requirements of law), sell such Pledged Collateral or part
          thereof by private sale in such manner and under such circumstances as
          the Collateral Agent may deem necessary or advisable, but subject to
          the other requirements of this Section 8, and shall not be required to
          effect such registration or to cause the same to be effected. Without
          limiting the generality of the foregoing, in any such event, the
          Collateral Agent in its discretion (x) may, in accordance with
          applicable securities laws, proceed to make such private sale
          notwithstanding that a registration statement for the purpose of
          registering such Pledged Collateral or part thereof could be or shall
          have been filed under said Act (or similar statute), (y) may approach
          and negotiate with a single possible purchaser to effect such sale,
          and (z) may restrict such sale to a purchaser who is an accredited
          investor under the Act and who will represent and agree that such
          purchaser is purchasing for its own account, for investment and not
          with a view to the distribution or sale of such Pledged Collateral or
          any part thereof. In addition to a private sale as provided above in
          this Section 8, if any of the Pledged Collateral shall not be freely
          distributable to the public without registration under the Act (or
          similar statute) at the time of any proposed sale pursuant to this
          Section 8, then the Collateral Agent shall not be required to effect
          such registration or cause the same to be effected but, in its
          discretion (subject only to applicable requirements of law), may
          require that any sale hereunder (including a sale at auction) be
          conducted subject to restrictions:

          (i)    as to the financial sophistication and ability of any Person
                 permitted to bid or purchase at any such sale;

          (ii)   as to the content of legends to be placed upon any certificates
                 representing the Pledged Collateral sold in such sale,
                 including restrictions on future transfer thereof;

          (iii)  as to the representations required to be made by each Person
                 bidding or purchasing at such sale relating to that Person's
                 access to financial information about the Pledgor and such
                 Person's intentions as to the holding of the Pledged Collateral
                 so sold for investment for its own account and not with a view
                 to the distribution thereof; and

          (iv)   as to such other matters as the Collateral Agent may, in its
                 discretion, deem necessary or appropriate in order that such
                 sale (notwithstanding any failure so to register) may be
                 effected in compliance with the Bankruptcy Code and other laws
                 affecting the enforcement of creditors' rights and the Act and
                 all applicable state securities laws.

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<Page>

     (f)  The Pledgor recognizes that the Collateral Agent may be unable to
          effect a public sale of any or all the Pledged Collateral and may be
          compelled to resort to one or more private sales thereof in accordance
          with clause (e) above. The Pledgor also acknowledges that any such
          private sale may result in prices and other terms less favorable to
          the seller than if such sale were a public sale and, notwithstanding
          such circumstances, agrees that any such private sale shall not be
          deemed to have been made in a commercially unreasonable manner solely
          by virtue of such sale being private. The Collateral Agent shall be
          under no obligation to delay a sale of any of the Pledged Collateral
          for the period of time necessary to permit the Pledged Entity to
          register such securities for public sale under the Act, or under
          applicable state securities laws, even if the Pledgor and the Pledged
          Entity would agree to do so.

     (g)  The Pledgor agrees to the maximum extent permitted by applicable law
          that following the occurrence and during the continuance of an Event
          of Default it will not at any time plead, claim or take the benefit of
          any appraisal, valuation, stay, extension, moratorium or redemption
          law now or hereafter in force in order to prevent or delay the
          enforcement of this Agreement, or the absolute sale of the whole or
          any part of the Pledged Collateral or the possession thereof by any
          purchaser at any sale hereunder, and the Pledgor waives the benefit of
          all such laws to the extent it lawfully may do so. The Pledgor agrees
          that it will not interfere with any right, power and remedy of each of
          the Collateral Agent provided for in this Agreement or now or
          hereafter existing at law or in equity or by statute or otherwise, or
          the exercise or beginning of the exercise by the Collateral Agent of
          any one or more of such rights, powers or remedies. No failure or
          delay on the part of the Collateral Agent to exercise any such right,
          power or remedy and no notice or demand which may be given to or made
          upon the Pledgor by the Collateral Agent with respect to any such
          remedies shall operate as a waiver thereof, or limit or impair the
          Collateral Agent's right to take any action or to exercise any power
          or remedy hereunder, without notice or demand, or prejudice its rights
          as against the Pledgor in any respect.

     (h)  The Pledgor further agrees that a breach of any of the covenants
          contained in this Section 8 will cause irreparable injury to the
          Collateral Agent and the present and future Holders of Secured
          Obligations, that the Collateral Agent and the present and future
          Holders of Secured Obligations shall have no adequate remedy at law in
          respect of such breach and, as a consequence, agrees that each and
          every covenant contained in this Section 8 shall be specifically
          enforceable against the Pledgor, and the Pledgor hereby waives and
          agrees not to assert any defenses against an action for specific
          performance of such covenants except for a defense that the Secured
          Obligations are not then due and payable in accordance with the
          agreements and instruments governing and evidencing such obligations.

9.   WAIVER

     No delay on the Collateral Agent's part in exercising any power of sale,
     Lien, option or other right hereunder, and no notice or demand which may be
     given to or made upon the Pledgor by the Collateral Agent with respect to
     any power of sale, Lien, option or other right hereunder, shall constitute
     a waiver thereof, or limit or impair the Collateral Agent's right to take
     any action or to exercise any power of sale, Lien, option, or any other
     right hereunder, without notice or demand, or prejudice the Collateral
     Agent's rights as against the Pledgor in any respect.

                                       11
<Page>

10.  ASSIGNMENT

     The Collateral Agent may assign all of its rights and delegate all of its
     obligations hereunder to any successor Collateral Agent as provided in the
     Indenture. The Collateral Agent and each Holder of Secured Obligations may
     assign, indorse or transfer any instrument evidencing all or any part of
     the Secured Obligations as provided in, and in accordance with, the
     Indenture, and the holder of such instrument shall be entitled to the
     benefits of this Agreement.

11.  TERMINATION

     The security interests granted hereby shall continue in full force and
     effect until released in accordance with the provisions of the Indenture.

12.  LIEN ABSOLUTE

     All rights of the Collateral Agent for the benefit of the present and
     future Holders of Secured Obligations hereunder, and all obligations of the
     Pledgor hereunder, shall be absolute and unconditional irrespective of:

     (a)  any lack of validity or enforceability of the Indenture, any other
          Note Document or any other agreement or instrument governing or
          evidencing any of the Secured Obligations;

     (b)  any change in the time, manner or place of payment of, or in any other
          term of, all or any part of the Secured Obligations, or any other
          amendment or waiver of or any consent to any departure from the
          Indenture, any other Note Document or any other agreement or
          instrument governing or evidencing any of the Secured Obligations;

     (c)  any exchange, release or non-perfection of any other Collateral, or
          any release or amendment or waiver of or consent to departure from any
          guaranty, for all or any of the Secured Obligations;

     (d)  the insolvency of any Obligor; or

     (e)  any other circumstance which might otherwise constitute a defense
          available to, or a discharge of, the Pledgor.

13.  RELEASE

     The Pledgor consents and agrees that each of the Trustee, the Collateral
     Agent and all the present and future Holders of Secured Obligations may at
     any time, or from time to time, in its discretion do any of the following
     without changing the Pledgor's obligations hereunder or affecting the
     validity, perfection or priority of the Lien granted hereunder:

     (a)  renew, extend or change the time of payment, and/or the manner, place
          or terms of payment of all or any part of the Secured Obligations; and

     (b)  exchange, release and/or surrender all or any of the Collateral
          (including the Pledged Collateral), or any part thereof, by whomsoever
          deposited, which is now or may hereafter be held by the Collateral
          Agent in connection with all or any of the Secured Obligations; all in
          such manner and upon such terms as the Collateral Agent may deem
          proper, and without notice to or further assent from the Pledgor, it
          being hereby agreed that the Pledgor shall be and remain bound upon
          this Agreement, irrespective of the value or condition of any of the
          Collateral, and notwithstanding any such change, exchange,

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<Page>

          settlement, compromise, surrender, release, renewal or extension, and
          notwithstanding also that the Secured Obligations may, at any time,
          exceed the aggregate principal amount thereof set forth in the
          Indenture, or any other agreement governing any of the Secured
          Obligations. The Pledgor hereby waives notice of acceptance of this
          Agreement, and also presentment, demand, protest and notice of
          dishonor of any and all of the Secured Obligations, and promptness in
          commencing suit against any party hereto or liable hereon, and in
          giving any notice to or of making any claim or demand hereunder upon
          the Pledgor. No act or omission of any kind on the Collateral Agent's
          part shall in any event affect or impair this Agreement.

14.  REINSTATEMENT

     This Agreement shall remain in full force and effect and continue to be
     effective should any petition be filed by or against the Pledgor or the
     Pledged Entity for liquidation or reorganization, should the Pledgor or the
     Pledged Entity become insolvent or make an assignment for the benefit of
     creditors or should a receiver or trustee be appointed for all or any
     significant part of the Pledgor's or the Pledged Entity's assets, and shall
     continue to be effective or be reinstated, as the case may be, if at any
     time payment and performance of the Secured Obligations, or any part
     thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
     must otherwise be restored or returned by any obligee of the Secured
     Obligations, whether as a "voidable preference," "fraudulent conveyance,"
     or otherwise, all as though such payment or performance had not been made.
     In the event that any payment, or any part thereof, is rescinded, reduced,
     restored or returned, the Secured Obligations shall be reinstated and
     deemed reduced only by such amount paid and not so rescinded, reduced,
     restored or returned.

15.  MISCELLANEOUS

     (a)  The Collateral Agent may execute any of its duties hereunder by or
          through agents or employees and shall be entitled to advice of counsel
          of its selection concerning all matters pertaining to its duties
          hereunder.

     (b)  The Pledgor agrees to promptly reimburse the Collateral Agent for
          actual out-of-pocket expenses, including, without limitation,
          reasonable counsel fees and expenses, incurred by the Collateral Agent
          in connection with the administration and enforcement of this
          Agreement.

     (c)  The Pledgor will pay, reimburse the Trustee, the Collateral Agent and
          the Holders of Notes for, and to the fullest extent lawful defend and
          indemnify each of them against, all claims, liabilities, taxes, costs
          and expenses of every type and nature (including, without limitation,
          the reasonable fees and charges of attorneys, advisors, auditors and
          consultants acting for any of them) incurred by any of them as a
          result of or in connection with the creation, perfection, protection
          or enforcement of the security interests granted hereby or the
          exercise or enforcement of any right or remedy under this Agreement or
          to prove, preserve, protect or enforce any such security interest or
          any claim based upon such security interests in any lawsuit,
          bankruptcy case or other insolvency or liquidation proceeding. In
          accepting, holding and enforcing the security interests, rights and
          remedies granted hereby or arising hereunder or otherwise acting as
          Collateral Agent, the Collateral Agent may rely upon and enforce each
          and all of the provisions of Article 7 of the Indenture conferring any
          rights, powers, immunities, indemnities or benefits upon the Trustee,
          including (without limitation) the indemnification provided by
          Section 7.07(a) of

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<Page>

          the Indenture, and the Pledgor agrees to be bound by each and all of
          such provisions as fully as if set forth at length herein.

     (d)  Neither the Collateral Agent, nor any of its respective officers,
          directors, employees, agents or counsel shall be liable for any action
          lawfully taken or omitted to be taken by it or them hereunder or in
          connection herewith, except for its or their own gross negligence or
          willful misconduct as finally determined by a court of competent
          jurisdiction.

     (e)  THIS AGREEMENT SHALL BE BINDING UPON THE PLEDGOR AND ITS SUCCESSORS
          AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF THE
          PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
          THE TRUSTEE, THE COLLATERAL AGENT AND THE PRESENT AND FUTURE HOLDERS
          OF SECURED OBLIGATIONS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
          AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
          WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
          LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
          LAW), AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE
          WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR
          AND ON BEHALF OF THE COLLATERAL AGENT AND THE PLEDGOR.

16.  SEVERABILITY

     If for any reason any provision or provisions hereof are determined to be
     invalid and contrary to any existing or future law, such invalidity shall
     not impair the operation of or effect those portions of this Agreement
     which are valid.

17.  NOTICES

     Except as otherwise provided herein, whenever it is provided herein that
     any notice, demand, request, consent, approval, declaration or other
     communication shall or may be given to or served upon any of the parties by
     any other party, or whenever any of the parties desires to give or serve
     upon any other a communication with respect to this Agreement, each such
     notice, demand, request, consent, approval, declaration or other
     communication shall be in writing and either shall be delivered in person
     or sent by registered or certified mail, return receipt requested, with
     proper postage prepaid, or by facsimile transmission and confirmed by
     delivery of a copy by personal delivery or United States Mail as otherwise
     provided herein:

     (a)  If to the Trustee or the Collateral Agent, at:

          The Bank of New York
          101 Barclay Street, Floor 8 West
          New York, New York 10286
          Telecopier Number: (212) 896-7299
          Attention: Corporate Trust Administration

     (b)  If to the Pledgor, at:

          H&E Equipment Services L.L.C.

                                       14
<Page>

          H&E Equipment Services L.L.C.
          11100 Mead Road
          Second Floor
          Baton Rouge, LA 70816
          Attention:      John M. Enguist
          Telephone No.:  (225) 298-5200
          Telecopier No.: (225) 298-5236

          With a copy to:

          Kirkland & Ellis
          Citicorp Center
          153 East 53rd Street
          New York, New York 10022
          Telecopier No.: (212) 446-4900
          Attention: Joshua Korff

     or at such other address as may be substituted by notice given as herein
     provided. The giving of any notice required hereunder may be waived in
     writing by the party entitled to receive such notice. Every notice, demand,
     request, consent, approval, declaration or other communication hereunder
     shall be deemed to have been duly served, given or delivered (a) upon the
     earlier of actual receipt and three (3) Business Days after deposit in the
     United States Mail, registered or certified mail, return receipt requested,
     with proper postage prepaid, (b) upon transmission, when sent by telecopy
     or other similar facsimile transmission (with such telecopy or facsimile
     promptly confirmed by delivery of a copy by personal delivery or United
     States Mail as otherwise provided in this Section 17), (c) one (1) Business
     Day after deposit with a reputable overnight courier with all charges
     prepaid, or (d) when delivered, if hand-delivered by messenger. Failure or
     delay in delivering copies of any notice, demand, request, consent,
     approval, declaration or other communication to the persons designated
     above to receive copies shall in no way adversely affect the effectiveness
     of such notice, demand, request, consent, approval, declaration or other
     communication.

18.  SECTION TITLES

     The Section titles contained in this Agreement are and shall be without
     substantive meaning or content of any kind whatsoever and are not a part of
     the agreement between the parties hereto.

19.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts, which shall,
     collectively and separately, constitute one agreement.

20.  BENEFIT OF HOLDERS

     All security interests granted or contemplated hereby shall be for the
     benefit of the Trustee as the Collateral Agent for the benefit of all the
     present and future Holders of Secured Obligations, and all proceeds or
     payments realized from the Pledged Collateral in accordance herewith shall
     be applied to the Secured Obligations in accordance with the terms of the
     Indenture.

                                       15
<Page>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first written above.

H&E EQUIPMENT SERVICES L.L.C.,
as the Pledgor


By:  /s/ Lindsay C. Jones
     Name: Lindsay C. Jones
     Title: SVP Finance and Secretary

THE BANK OF NEW YORK,
as the Trustee and the Collateral Agent


By:  /s/ M. Ciesmelewski
     Name: M. Ciesmelewski
     Title: Authorized Signatory

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