exv4w2



 








Exhibit 4.2




EXECUTION VERSION




$250,000,000




H&E EQUIPMENT SERVICES, INC.




8 3/8% Senior Notes due 2016




REGISTRATION RIGHTS AGREEMENT




August 4, 2006




Credit Suisse Securities (USA) LLC

UBS Securities LLC

c/o Credit Suisse Securities (USA) LLC

     Eleven Madison Avenue

     New York, New York 10010-3629




Dear Sirs:




     H&E Equipment Services, Inc., a Delaware corporation (the “Issuer”), proposes to issue and
sell to Credit Suisse Securities (USA) LLC and UBS Securities LLC (collectively, the “Initial
Purchasers”), upon the terms set forth in a purchase agreement dated as of July 28, 2006 (the
“Purchase Agreement”), $250,000,000 aggregate principal amount of its 8 ?% Senior Notes due 2016
(the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by GNE Investments,
Inc., Great Northern Equipment, Inc., H&E California Holding, Inc., H&E Equipment Services
(California), LLC and H&E Finance Corp. (the “Guarantors” and together with the Issuer, the
“Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of August 4,
2006, (the “Indenture”) among the Issuer, the Guarantors named therein and The Bank of New York
(the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial
Purchasers, for the benefit of the holders of the Initial Securities (including, without
limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private
Exchange Securities (as defined below) (collectively the “Holders”), as follows:



     1. Registered Exchange Offer. The Company shall, at its own cost, prepare and use all
commercially reasonable efforts to file with the Securities and Exchange Commission (the
“Commission”) not later than 120 days after (or if the 120th day is not a business day, the first
business day thereafter) the date of original issue of the Initial Securities (the “Issue Date”) a
registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under
the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer
(the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating
in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the
Company issued under the Indenture and identical in all material respects to the Initial Securities
(except for the transfer restrictions relating to the Initial Securities and the provisions
relating to the matters described in Section 6 hereof) that would be registered under the
Securities Act. The Company shall use all commercially reasonable efforts to cause such Exchange
Offer Registration Statement to become effective under the Securities Act within 210 days (or if
the 210th day is not a business day, the first business day thereafter) after the Issue Date of the
Initial Securities and shall keep the Exchange Offer Registration Statement effective for not less
than 30 days (or longer, if required by



 









 







applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the “Exchange Offer Registration Period”).




     If the Company effects the Registered Exchange Offer, the Company will use all commercially
reasonable efforts to issue on or prior to 30 business days, or longer, if required by the federal
securities laws, after the date on which the Exchange Offer Registration Statement was declared
effective by the Commission, Exchange Securities and related guarantees thereof in exchange for all
Initial Securities and related Guarantees tendered prior thereto in the Registered Exchange Offer;
provided that the Company has accepted all the Initial Securities theretofore validly tendered in
accordance with the terms of the Registered Exchange Offer.



     Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in
Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming
that such Holder is not an affiliate of the Company within the meaning of the Securities Act,
acquires the Exchange Securities in the ordinary course of such Holder’s business and has no
arrangements with any person to participate in the distribution of the Exchange Securities and is
not prohibited by any law or policy of the Commission from participating in the Registered Exchange
Offer) to trade such Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and without material restrictions under the securities laws
of the several states of the United States.



     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange
Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C
hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any
such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange
Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange
for Initial Securities constituting any portion of an unsold allotment is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such sale.



     The Company shall use all commercially reasonable efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus contained therein, in
order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as such persons must comply
with such requirements in order to resell the Exchange Securities; provided, however, that (i) in
the case where such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date
on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held
by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall
make such prospectus and any amendment or supplement thereto, available to any broker-dealer for
use in connection with any resale of any Exchange Securities for a period of not less than 90 days
after the consummation of the Registered Exchange Offer.



     If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and
deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange
(the “Private Exchange”) for the



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Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of
the Company issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the securities laws of the
several states of the United States, but excluding provisions relating to the matters described in
Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial
Securities, the Exchange Securities and the Private Exchange Securities are herein collectively
called the “Securities”.



     In connection with the Registered Exchange Offer, the Company shall:




     (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related
documents;




     (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the Holders;




     (c) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;




     (d) permit Holders to withdraw tendered Initial Securities at any time prior to the
close of business, New York time, on the last business day on which the Registered Exchange
Offer shall remain open; and




     (e) otherwise comply in all material respects with all applicable laws.



          As soon as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall:





     (x) accept for exchange all the Initial Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange;




     (y) deliver to the Trustee for cancellation all the Initial Securities so accepted
for exchange; and




     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted for
exchange.



     The Indenture will provide that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote and consent together
on all matters as one class and that none of the Securities will have the right to vote or consent
as a class separate from one another on any matter.



     Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if
no interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities.



     Each Holder participating in the Registered Exchange Offer shall be required to represent to
the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired in the ordinary course of business, (ii) such
Holder will



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have no arrangements or understanding with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder
is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an
affiliate, such Holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is
not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and
(v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account
in exchange for Initial Securities that were acquired as a result of market-making activities or
other trading activities and that it will be required to acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.



     Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.



     2. Shelf Registration. If (i) the Company is not required to file the Exchange Offer
Registration Statement, (ii) because of any change in law or in applicable interpretations thereof
by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer,
as contemplated by Section 1 hereof, or (iii) any holder of Transfer Restricted Securities notifies
the Issuer prior to the 20th business day following the consummation of the Registered
Exchange Offer that (x) it is prohibited by law or Commission policy from participating in the
Registered Exchange Offer, (y) it may not resell the Exchange Securities acquired by it in the
Registered Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or available for such
resales, or (z) it is a broker-dealer and owns notes acquired directly from the Issuer or an
affiliate of the Issuer, the Company shall take the following actions:




     (a) The Company shall prepare and, at its cost, shall use all commercially reasonable
efforts to file on or prior to 90 days after so required or requested pursuant to this
Section 2) file with the Commission and thereafter shall use all commercially reasonable
efforts to cause to be declared effective (unless it becomes effective automatically upon
filing) a registration statement (the “Shelf Registration Statement” and, together with the
Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form
under the Securities Act relating to the offer and sale of the Transfer Restricted
Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the Shelf Registration Statement
and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided,
however, that no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by all the provisions of this Agreement applicable to such
Holder.




     (b) The Company shall use all commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant Securities, for a period of
two years (or for such longer period if extended pursuant to Section 3(j) below) from the
Issue Date or such shorter period that will terminate when all the Securities covered by
the Shelf Registration Statement (i)



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have been sold pursuant thereto or (ii) are no longer outstanding or restricted securities
(as defined in Rule 144 under the Securities Act, or any successor rule thereof). The
Company shall be deemed not to have used all commercially reasonable efforts to keep the
Shelf Registration Statement effective during the requisite period if it voluntarily takes
any action that would result in Holders of Securities covered thereby not being able to
offer and sell such Securities during that period, unless such action is required by
applicable law.




     (c) Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading.



     3. Registration Procedures. In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall apply:




     (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein and, in the event
that an Initial Purchaser (with respect to any portion of an unsold allotment from the
original offering) is participating in the Registered Exchange Offer or the Shelf
Registration Statement, the Company shall use its best efforts to reflect in each such
document, when so filed with the Commission, such comments as such Initial Purchaser
reasonably may propose; (ii) include the information set forth in Annex A hereto on
the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of
Distribution” section of the prospectus forming a part of the Exchange Offer Registration
Statement and include the information set forth in Annex D hereto in the Letter of
Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested in
writing by an Initial Purchaser, include the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of
the Exchange Offer Registration Statement; (iv) include within the prospectus contained in
the Exchange Offer Registration Statement a section entitled “Plan of Distribution,”
reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of
the positions taken or policies made by the staff of the Commission with respect to the
potential “underwriter” status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange
Offer (a “Participating Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or policies, in the
reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be
in-house counsel), represent the prevailing views of the staff of the Commission; and (v)
in the case of a Shelf Registration Statement, include in the prospectus included in the
Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus
supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is
delivered to any Holder pursuant to Section 3(d) and (f), the names of the Holders, who
propose to sell Securities pursuant to the Shelf Registration Statement, as selling
securityholders.



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     (b) The Company shall give written notice to the Initial Purchasers, the Holders of
the Securities and any Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered Exchange
Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been
made):




     (i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;




     (ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional
information;




     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, of the issuance by the Commission of a notification of objection
to the use of the form on which the Registration Statement has been filed, and of
the happening of any event that causes the Company to become an “ineligible
issuer,” as defined in Commission Rule 405;




     (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and




     (v) of the happening of any event that requires the Company to make changes
in the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material fact
nor omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.




     (c) The Company shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the Registration
Statement.




     (d) The Company shall furnish to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or supplement thereto, including
financial statements and schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference). The Company shall not,
without the prior consent of the Initial Purchasers, make any offer relating to the
Securities that would constitute a “free writing prospectus,” as defined in Commission Rule
405.




     (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser,
and to any other Holder who so requests in writing, without charge, at least one copy of
the Exchange Offer Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if any Initial Purchaser or any such
Holder requests in writing, all exhibits thereto (including those incorporated by
reference).




     (f) The Company shall, during the Shelf Registration Period, deliver to each Holder
of Securities included within the coverage of the Shelf Registration, without charge, as
many copies of the prospectus (including each preliminary prospectus) included in the Shelf
Registration



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Statement and any amendment or supplement thereto as such person may reasonably request.
The Company consents, subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by each of the selling Holders of the
Securities in connection with the offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf Registration
Statement.




     (g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such Exchange Offer
Registration Statement.




     (h) Prior to any public offering of the Securities, pursuant to any Registration
Statement, the Company shall register or qualify or cooperate with the Holders of the
Securities included therein and their respective counsel in connection with the
registration or qualification of the Securities for offer and sale under the securities or
“blue sky” laws of such states of the United States as any Holder of the Securities
reasonably requests in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Securities covered by
such Registration Statement; provided, however, that the Company shall not be required to
(i) qualify generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of process or to taxation
in any jurisdiction where it is not then so subject.




     (i) The Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period
of time prior to sales of the Securities pursuant to such Registration Statement.




     (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders of
the Securities or purchasers of Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer in accordance with
paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus
until the requisite changes to the prospectus have been made, then the Initial Purchasers,
the Holders of the Securities and any such Participating Broker-Dealers shall suspend use
of such prospectus, and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration Statement provided
for in Section 1 above shall each be extended by the number of days from and including the
date of the giving of such notice to and including the date when the Initial Purchasers,
the Holders of the Securities and any known Participating Broker-Dealer shall have received
such amended or



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supplemented prospectus pursuant to this Section 3(j). During the period during which the
Company is required to maintain an effective Shelf Registration Statement pursuant to this
Agreement, the Company will prior to the three-year expiration of that Shelf Registration
Statement file, and use all commercially reasonable efforts to cause to be declared
effective (unless it becomes effective automatically upon filing) within a period that
avoids any interruption in the ability of Holders of Securities covered by the expiring
Shelf Registration Statement to make registered dispositions, a new registration statement
relating to the Securities, which shall be deemed the “Shelf Registration Statement” for
purposes of this Agreement.




     (k) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, and provide the applicable trustee
with printed certificates for the Initial Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.




     (l) The Company will comply in all material respects with all rules and regulations
of the Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally available to its security
holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an
earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no
later than 45 days after the end of a 12-month period (or 90 days, if such period is a
fiscal year) beginning with the first month of the Company’s first fiscal quarter
commencing after the effective date of the Registration Statement, which statement shall
cover such 12-month period.




     (m) The Company shall cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall
be necessary for such qualification. In the event that such qualification would require
the appointment of a new trustee under the Indenture, the Company shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture.




     (n) The Company may require each Holder of Securities to be sold pursuant to the
Shelf Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to time
reasonably require for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that fails to furnish such
information within a reasonable time after receiving such request.




     (o) The Company shall enter into such customary agreements (including, if requested,
an underwriting agreement in customary form) and take all such other action, if any, as any
Holder of the Securities shall reasonably request in writing in order to facilitate the
disposition of the Securities pursuant to any Shelf Registration.




     (p) In the case of any Shelf Registration, the Company shall (i) make reasonably
available for inspection by the Holders of the Securities, any underwriter participating in
any disposition pursuant to the Shelf Registration Statement and any attorney, accountant
or other agent retained by the Holders of the Securities or any such underwriter all
relevant financial and other records, pertinent corporate documents and properties of the
Company and (ii) cause the Company’s officers, directors, employees, accountants and
auditors to supply all relevant information reasonably requested by the Holders of the
Securities or any such underwriter, attorney, accountant or agent in connection with the
Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such
persons, to conduct a reasonable investigation within



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the meaning of Section 11 of the Securities Act; provided, however, that the foregoing
inspection and information gathering shall be coordinated on behalf of the Initial
Purchasers by you and on behalf of the other parties, by one counsel designated by and on
behalf of such other parties as described in Section 4 hereof; provided further, however,
that any information that is designated in writing by the Company, in good faith, as
confidential at the time of delivery of such information shall be kept confidential and not
disclosed by the Holders or any such underwriter, attorney, accountant or other agent,
unless disclosure is required pursuant to the order of a court of competent jurisdiction or
required by law, or such information is available to the public generally or through a
third party without any breach of an accompanying obligation of confidentiality.




     (q) In the case of any Shelf Registration, the Company, if requested in writing by
any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion
and updates thereof relating to the Securities in customary form addressed to such Holders
and the managing underwriters, if any, thereof and dated, in the case of the initial
opinion, the effective date of such Shelf Registration Statement, substantially in the form
set forth in Exhibit C to the Purchase Agreement as well as appropriate local counsel
opinions as reasonably requested by such Holders, with such changes as are customary in the
preparation of an opinion for a Shelf Registration Statement and such changes that such
Holders may reasonably request in writing; (ii) its officers to execute and deliver all
customary documents and certificates and updates thereof requested by any underwriters of
the applicable Securities and (iii) its independent public accountants and the independent
public accountants with respect to any other entity for which financial information is
provided in the Shelf Registration Statement to provide to the selling Holders of the
applicable Securities and any underwriter therefor a comfort letter in customary form and
covering matters of the type customarily covered in comfort letters in connection with
primary underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72.




     (r) In the case of the Registered Exchange Offer, if requested in writing by any
Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its
counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed
opinion in the form set forth in Section 7(c)-(e) of the Purchase Agreement with such
changes as are customary in connection with the preparation of a Registration Statement and
(ii) its independent public accountants and the independent public accountants with respect
to any other entity for which financial information is provided in the Registration
Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a
comfort letter, in customary form, meeting the requirements as to the substance thereof as
set forth in Section 7(a) of the Purchase Agreement, with appropriate date changes.




     (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall mark, or caused to be marked, on the
Initial Securities so exchanged that such Initial Securities are being canceled in exchange
for the Exchange Securities or the Private Exchange Securities, as the case may be; in no
event shall the Initial Securities be marked as paid or otherwise satisfied.




     (t) The Company will use all commercially reasonable efforts to (a) if the Initial
Securities have been rated prior to the initial sale of such Initial Securities, confirm
such ratings will apply to the Securities covered by a Registration Statement, or (b) if
the Initial Securities were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating agencies, if so requested in
writing by Holders of a majority in aggregate



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principal amount of Securities covered by such Registration Statement, or by the managing
underwriters, if any.




     (u) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether
as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker
or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in
complying with the requirements of such Rules, including, without limitation, by (i) if
such Rules, including Rule 2720, shall so require, engaging a “qualified independent
underwriter” (as defined in Rule 2720) to participate in the preparation of the
Registration Statement relating to such Securities, to exercise usual standards of due
diligence in respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a placement or sales
agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified
independent underwriter to the extent of the indemnification of underwriters provided in
Section 5 hereof and (iii) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the requirements of the Rules.




     (v) The Company shall use its best efforts to take all other steps necessary to
effect the registration of the Securities covered by a Registration Statement contemplated
hereby.



     4. Registration Expenses. The Company shall bear all fees and expenses incurred in
connection with the performance of its obligations under Sections 1 through 3 hereof (including the
reasonable fees and expenses, if any, of Latham & Watkins LLP, counsel for the Initial Purchasers,
incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange
Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear or reimburse the Holders of the Securities covered thereby for the
reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in
principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith.



     5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of
the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder
or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act
(each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not limited to,
any losses, claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433
(“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that (i) the Company shall not be liable in any such case to the extent that
such loss, claim, damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP
relating to a Shelf Registration in reliance upon and in conformity with written information
pertaining to



10









 







such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion
therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus relating to a Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder
or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus relating to such
Securities was required to be delivered (including through satisfaction of the conditions of
Commission Rule 172) by such Holder or Participating Broker-Dealer under the Securities Act in
connection with such purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not conveyed to such person, at or
prior to the time of the sale of such Securities to such person, an amended or supplemented
prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue statement or
omission or alleged untrue statement or omission if the Company had previously furnished copies
thereof to such Holder or Participating Broker-Dealer; provided further, however, that this
indemnity agreement will be in addition to any liability which the Company may otherwise have to
such Indemnified Party. The Company shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of the Securities Act
or the Exchange Act to the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.



     (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Company and each of its directors and officers and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from and against any
losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or
any such director, officer or controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are
based upon the omission or alleged omission to state therein a material fact necessary to make the
statements therein not misleading, but in each case only to the extent that the untrue statement or
omission or alleged untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein; and, subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred, the Company and each of its directors,
officers and controlling persons for any legal or other expenses reasonably incurred by the Company
or such director, officer or controlling person in connection with investigating or defending any
loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in
addition to any liability which such Holder may otherwise have to the Company or any of its
directors, officers or controlling persons.



     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental investigation), such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further
that the failure to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof the



11









 







indemnifying party will not be liable to such indemnified party under this Section 5 for any legal
or other expenses, other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any pending or threatened
action in respect of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on any claims that are the
subject matter of such action, and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified party.



     (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company on the one
hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the
Securities shall not be required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a Registration
Statement exceeds the amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.



     (e) The agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.



     6. Additional Interest Under Certain Circumstances. (a) Additional interest (the
“Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any
of the following events occur (each such event in clauses (i) through (vi) below a “Registration
Default”):




     (i) If by December 4, 2006, the Exchange Offer Registration Statement has not been
filed with the Commission;



12









 






     (ii) If by March 2, 2007, the Exchange Offer Registration Statement has not been
declared effective by the Commission;




     (iii) If by April 11, 2007, the Registered Exchange Offer is not consummated;




     (iv) If the Company is obligated to use all commercially reasonable efforts to file a
Shelf Registration Statement pursuant to Section 2 hereof and the Company fails to file the
Shelf Registration Statement with the Commission on or prior to the 90th day
after such filing obligation arises;




     (v) If the Company is obligated to use all commercially reasonable efforts to file a
Shelf Registration Statement pursuant to Section 2 hereof and the Shelf Registration
Statement is not declared effective by the Commission on or prior to the 210th day after
the obligation to file a Shelf Registration Statement arises; or




     (vi) If after either the Exchange Offer Registration Statement or the Shelf
Registration Statement is declared (or becomes automatically) effective (A) such
Registration Statement thereafter ceases to be effective; or (B) such Registration
Statement or the related prospectus ceases to be usable (except as permitted in paragraph
(b)) in connection with resales of Transfer Restricted Securities during the periods
specified herein because either (1) any event occurs as a result of which the related
prospectus forming part of such Registration Statement would include any untrue statement
of a material fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made not misleading, (2) it
shall be necessary to amend such Registration Statement or supplement the related
prospectus, to comply with the Securities Act or the Exchange Act or the respective rules
thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has
expired before a replacement Shelf Registration Statement has become effective.


With respect to the first 90-day period immediately following the occurrence of the first
Registration Default, Additional Interest shall accrue on the Initial Securities at a rate of 0.25%
per annum. The Additional Interest rate will increase by an additional 25 basis points with
respect to each subsequent 90-day period to but excluding the date that such Registration default
shall have been cured (or in the case of a Registration Default relating to a Shelf Registration
Statement, the date the Company’s obligation to keep the Shelf Registration Statement effective
shall have ceased under Section 2(b) hereof), up to a maximum rate of Additional Interest for all
Registration Defaults equal to 1.0% per annum. So long as a Registration Default shall occur and
be continuing, Additional Interest will accrue and be payable with respect to the aggregate
principal amount of all Transfer Restricted Securities then outstanding as well as all other notes
then outstanding that bear the same CUSIP number as the Transfer Restricted Notes, if any.
Additional Interest may not accrue pursuant to more than one clause of subsection (a) at any one
time. Following the cure of a Registration Default, the accrual of Additional Interest will cease
with respect to that Registration Default. Such Additional Interest shall be the Holders’ sole
monetary remedy under this Agreement with respect to any Registration Default, it being understood
that Holders may pursue remedies in equity. Notwithstanding the foregoing, the foregoing does not
limit the Holders’ rights set forth in Sections 4 and 5 hereof. The parties hereto acknowledge
that there may be no adequate remedy at law if the Company fails to perform any of its obligations
set forth in Sections 1 through 3 hereof and that the Initial Purchasers and the Holders may be
irreparably harmed by any such failure.




     (b) A Registration Default referred to in Section 6(a)(vi)(B) hereof shall be deemed not to
have occurred and be continuing in relation to a Shelf Registration Statement or the related
prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such



13









 







Shelf Registration Statement to incorporate annual audited financial information with respect to
the Company where such post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other material events, with
respect to the Company that would need to be described in such Shelf Registration Statement or the
related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in
good faith to amend or supplement such Shelf Registration Statement and related prospectus to
describe such events; provided, however, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the
above paragraph from the day such Registration Default occurs until such Registration Default is
cured.



     (c) Any amounts of Additional Interest due pursuant to clauses (i) through (vi) of Section
6(a) above will be payable in cash on the regular interest payment dates with respect to the
Initial Securities. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied
by a fraction, the numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.



     (d) “Transfer Restricted Securities” means each Security until (i) the date on which such
Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the
date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or
prior to the date of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement, (iii) the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Initial Security is distributed to the public pursuant to
Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.



     7. Rules 144 and 144A. The Company shall use all commercially reasonable efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner
and, if at any time the Company is not required to file such reports, it will, upon the request of
any Holder of Initial Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Initial Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Initial Securities without
registration under the Securities Act within the limitation of the exemptions provided by Rules 144
and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial
Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.



     8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering.



     No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes



14









 







and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.



     9. Miscellaneous.



     (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the Holders of a majority in principal amount of
the Securities affected by such amendment, modification, supplement, waiver or consents.



     (b) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:



          (1) if to a Holder of the Securities, at the most current address given by such Holder to the
Company.




          (2) if to the Initial Purchasers;



Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-4296

Attention: Transactions Advisory Group




     with a copy to:


Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Fax No.: (212) 751-4864

Attention: Kirk A. Davenport, Esq.




          (3) if to the Company, at its address as follows:



H&E Equipment Services, Inc.

11100 Mead Road, Suite 200

Baton Rouge, LA 70816

Fax No.: (225) 298-5382

Attention: Chief Financial Officer




     with a copy to:


Dechert LLP

30 Rockefeller Plaza

New York, NY 10112

Fax No.: (212) 698-2459

Attention: Bonnie A. Barsamian, Esq.




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage



15









 







prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent
by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing
next day delivery.



     (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into,
nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.



     (d) Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns.



     (e) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (f) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.



     (h) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



     (i) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by
the Company or its affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage.



     (j) Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this
Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement,
submits to the nonexclusive jurisdiction of any federal or state court in the State of New York or
brought under federal or state securities laws. To the extent that the Company may acquire any
immunity from jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, it hereby irrevocably waives such immunity in respect of this
Agreement, to the fullest extent permitted by law.



16









 





     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors
in accordance with its terms.



	 	 	 	 	 
	 	Very truly yours,



H&E Equipment Services, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GNE Investments, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Great Northern Equipment, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	H&E California Holding, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	H&E Equipment Services (California), LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	H&E Finance Corp.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Registration Rights Agreement




 









 









The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.



Credit Suisse Securities (USA) LLC


UBS Securities LLC




by: Credit Suisse Securities (USA) LLC





			
	     By:	 	
 
Name:
Title:





by: UBS Securities LLC





			
	     By:	 	
 
Name:
Title:






			
	     By:	 	
 
Name:
Title:




Registration Rights Agreement





 









 








ANNEX A




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any such resale. See
“Plan of Distribution.”



 









 





ANNEX B




     Each broker-dealer that receives Exchange Securities for its own account in exchange for
Securities, where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”



 









 





ANNEX C




PLAN OF DISTRIBUTION




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities were acquired as a result
of market-making activities or other trading activities. The Company has agreed that, for a period
of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In addition, until [•],
20[•], all dealers effecting transactions in the Exchange Securities may be required to deliver a
prospectus.(1)



     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Registered Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Securities may be deemed to be an “underwriter”
within the meaning of the Securities Act and any profit on any such resale of Exchange Securities
and any commission or concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging
that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act.



     For a period of 180 days after the Expiration Date the Company will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers or dealers and will
indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.





 




			
	(1)	 	In addition, the legend required by Item
502(e) of Regulation S-K will appear on the back cover page of the Exchange
Offer prospectus.




 









 










ANNEX D




c      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.




				
	 	Name:	 	
 







				
	 	Address:	 	
 

 





If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.