H&E Equipment Services, Inc. Sample Contracts

H&E EQUIPMENT SERVICES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.6250% SENIOR NOTES DUE 2025 INDENTURE Dated as of August 24, 2017 The Bank of New York Mellon Trust Company, N.A. Trustee
Indenture • August 24th, 2017 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

INDENTURE dated as of August 24, 2017 among H&E Equipment Services, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

H&E EQUIPMENT SERVICES, INC. 5.6250% Senior Notes due 2025 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 22nd, 2017 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

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.

H&E EQUIPMENT SERVICES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 3.875% SENIOR NOTES DUE 2028 INDENTURE Dated as of December 14, 2020 The Bank of New York Mellon Trust Company, N.A. Trustee
Indenture • December 16th, 2020 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

INDENTURE dated as of December 14, 2020 among H&E Equipment Services, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

10,937,500 Shares of H&E Equipment Services, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • February 3rd, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York
H&E EQUIPMENT SERVICES, INC., GREAT NORTHERN EQUIPMENT, INC., and H&E EQUIPMENT SERVICES (CALIFORNIA), LLC as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders GENERAL...
Credit Agreement • September 4th, 2007 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 1, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), among H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES (CALIFORNIA), LLC, a Delaware limited liability company (“H&E California”, and together with H&E Delaware and Great Northern, each a “Borrower” and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Agent for the Lenders and the other Lenders signatory hereto from time to time and BANK OF AMERICA, N.A., as Syndication Agent and Documentation Agent.

AGREEMENT AND PLAN OF MERGER by and among HERC HOLDINGS INC., HR MERGER SUB INC. and H&E EQUIPMENT SERVICES, INC. Dated as of February 19, 2025
Agreement and Plan of Merger • February 19th, 2025 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 19, 2025, by and among Herc Holdings Inc., a Delaware corporation (“Parent”), HR Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and H&E Equipment Services, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT by and among
Credit Agreement • December 27th, 2017 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York
SEVERANCE AGREEMENT
Severance Agreement • February 21st, 2025 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • Delaware

This SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of February 20, 2025 by and between H&E Equipment Services, Inc. (the “Company”) and John McDowell Engquist (the “Executive”). The Company and the Executive acknowledge and agree that this Agreement shall replace in its entirety the Severance Agreement made and entered into as of February 11, 2025 by and between the Company and the Executive (the “Prior Severance Agreement”).

AGREEMENT AND PLAN OF MERGER by and among H&E EQUIPMENT SERVICES, INC. NEFF CORPORATION, AND YELLOW IRON MERGER CO. Dated as of July 14, 2017
Merger Agreement • July 14th, 2017 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this “Agreement”), by and among H&E Equipment Services, Inc., a Delaware corporation (“Parent”), Neff Corporation, a Delaware corporation (“Company”), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • February 21st, 2025 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing

In consideration of the severance benefits (the “Severance Benefits”) to be provided to John M. Engquist (the “Executive”) by H&E Equipment Services, Inc., a Delaware corporation (the “Company”) pursuant to the Severance Agreement attached hereto as Exhibit A and for other valuable consideration the sufficiency of which is hereby acknowledged, intending to be legally bound, the Executive agrees to the terms and conditions set forth in this Restrictive Covenant Agreement (this “Agreement”).

EXCHANGE AND TERMINATION AGREEMENT
Exchange and Termination Agreement • July 14th, 2017 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • Delaware

This Exchange and Termination Agreement (this “Agreement”), is entered into as of July 14, 2017, by and among H&E Equipment Services, Inc., a Delaware corporation (“Parent”), Wayzata Opportunities Fund II, L.P. (“Opportunities Fund”), Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Fund Offshore” and, together with Opportunities Fund, the “Stockholders” and each individually, a “Stockholder”), Neff Corporation (“Company”), and Neff Holdings LLC (“Holdings”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, a “Party.” Any capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Company, and Yellow Iron Merger Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.

SUPPORT AGREEMENT
Support Agreement • July 14th, 2017 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • Delaware

This Support Agreement (this “Agreement”) is entered into as of July 14, 2017, by and among (a) H&E Equipment Services, Inc., a Delaware corporation (“Parent”), and (b)(i) Wayzata Opportunities Fund II, L.P. (“Opportunities Fund”) and (ii) Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Fund Offshore” and, together with Opportunities Fund, the “Stockholders” and each individually, a “Stockholder”). Defined terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Neff Corporation (the “Company”), and Yellow Iron Merger Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.

H&E EQUIPMENT SERVICES, INC., GREAT NORTHERN EQUIPMENT, INC., and H&E EQUIPMENT SERVICES (CALIFORNIA), LLC as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders GENERAL...
Credit Agreement • May 23rd, 2014 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 21, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), among H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES (CALIFORNIA), LLC, a Delaware limited liability company (“H&E California”, and together with H&E Delaware and Great Northern, each a “Borrower” and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Agent for the Lenders and the other Lenders signatory hereto from time to time, BANK OF AMERICA, N.A., as Co-Syndication Agent and Documentation Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Co-Syndication Agent, and DEUTSCHE BANK SECURITIES INC. as Joint Lead Arranger

10,937,500 Shares of H&E Equipment Services, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • January 17th, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York
EXCHANGE AND TERMINATION AGREEMENT
Exchange and Termination Agreement • July 14th, 2017 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • Delaware

This Exchange and Termination Agreement (this “Agreement”), is entered into as of July 14, 2017, by and among H&E Equipment Services, Inc., a Delaware corporation (“Parent”), Neff Corporation (“Company”), Neff Holdings LLC (“Holdings”), the holders of LLC Options (the “LLC Optionholders”) and Mark Irion (the “Management Representative”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, a “Party.” Any capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Company, and Yellow Iron Merger Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.

H&E Equipment Services, LLC Loan Agreement - GECC June 2002
Loan Agreement • January 5th, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

CREDIT AGREEMENT, dated as of June 17, 2002 (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).

H&E EQUIPMENT SERVICES, INC., GREAT NORTHERN EQUIPMENT, INC., and H&E EQUIPMENT SERVICES (CALIFORNIA), LLC as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders GENERAL...
Credit Agreement • August 3rd, 2010 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 29, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), among H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES (CALIFORNIA), LLC, a Delaware limited liability company (“H&E California”, and together with H&E Delaware and Great Northern, each a “Borrower” and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Agent for the Lenders and the other Lenders signatory hereto from time to time, BANK OF AMERICA, N.A., as Co-Syndication Agent and Documentation Agent, and WELLS FARGO CAPITAL FINANCE, LLC, as Co-Syndication Agent.

Amended and Restated Registration Rights Agreement dated as of February 3, 2006 (this “Agreement”) among:
Registration Rights Agreement • February 3rd, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • Delaware
Amended and Restated Security Holders Agreement dated as of February 3, 2006 (this “Agreement”) among:
Security Holders Agreement • February 3rd, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • Delaware
Amended and Restated Investor Rights Agreement dated as of February 3, 2006 (this “Agreement”) among:
Investor Rights Agreement • February 3rd, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York
H&E EQUIPMENT SERVICES, INC., GREAT NORTHERN EQUIPMENT, INC., and H&E EQUIPMENT SERVICES (CALIFORNIA), LLC as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders GENERAL...
Credit Agreement • August 8th, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 4, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), among H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES (CALIFORNIA), LLC, a Delaware limited liability company (“H&E California”, and together with H&E Delaware and Great Northern, each a “Borrower” and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Agent for the Lenders and the other Lenders signatory hereto from time to time and BANK OF AMERICA, N.A., as Syndication Agent and Documentation Agent.

AMENDMENT NO. 2
Credit Agreement • August 10th, 2012 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing

This AMENDMENT NO. 2 (this “Amendment”) to the Third Amended and Restated Credit Agreement, dated as of July 29, 2010 (as amended by Amendment No. 1, dated as of February 29, 2012 (the “Original Credit Agreement”), and the Original Credit Agreement is amended hereby and further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES (CALIFORNIA), LLC, a Delaware limited liability company (“H&E California” and, together with H&E Delaware and Great Northern, each, a “Borrower” and, collectively, the “Borrowers”), the other Credit Parties named therein, the Lenders named therein, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent, BANK OF AMERICA, N.A., as Co-Syndication Agent and Documentation Agent, and WELLS FARGO CAPITAL FINANCE, LLC,

FORM OF RESTRICTED STOCK AWARD AGREEMENT PERSONAL AND CONFIDENTIAL [Date] We are pleased to inform you that on [ ] (the “Grant Date”), pursuant to the H&E Equipment Services, Inc. Amended and Restated 2006 Stock-Based Incentive Compensation Plan (as...
Restricted Stock Award Agreement • November 3rd, 2011 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing

This Award is subject to the applicable terms and conditions of the Plan, which are incorporated herein by reference, and in the event of any contradiction, distinction or difference between this letter and the terms of the Plan, the terms of the Plan will control. Unless otherwise stated, all capitalized terms used herein have the meanings set forth in the Plan. By accepting this Award you (i) acknowledge that you have received and read a copy of the Plan and understand its terms and (ii) acknowledge that with respect to this Award and the Restricted Stock, you are bound by the terms of the Plan.

Amendment No. 1 to Agreement and Plan of Merger dated as of August 31, 2007 (this “Amendment”) among:
Agreement and Plan of Merger • September 4th, 2007 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing
Supplemental Indenture dated as of June 6, 2006 (this “Supplemental Indenture”) among:
Supplemental Indenture • June 7th, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York
Supplemental Indenture dated as of June 6, 2006 (this “Supplemental Indenture”) among:
Supplemental Indenture • June 7th, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York
AMENDMENT NO. 1
Credit Agreement • November 13th, 2007 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing

This AMENDMENT NO. 1 (this “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of September 1, 2007 (the “Credit Agreement”), by and among H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”) and H&E EQUIPMENT SERVICES (CALIFORNIA), LLC, a Delaware limited liability company (“H&E California” and together with H&E Delaware and Great Northern, each a “Borrower” and collectively, the “Borrowers”), the other credit parties named therein (the “Credit Parties”), the lenders named therein (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”) and as agent for the Lenders (in such capacity, the “Agent”), and BANK OF AMERICA, N.A., as syndication agent and documentation agent, is entered into as of November 7, 2007 by and among the Borrowers, the Lenders signatory hereto and Agent. Unless otherwise provided all capital

Supplemental Indenture dated as of February 3, 2006 (this “Supplemental Indenture”) by and among:
Supplemental Indenture • February 3rd, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York
SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 20th, 2012 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

THIS SUPPLEMENTAL INDENTURE, dated as of August 20, 2012 (the “Supplemental Indenture”), is among H&E EQUIPMENT SERVICES, INC., a Delaware corporation (the “Company”), THE SUBSIDIARIES OF THE COMPANY IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”).

November 29, 2016
Credit Agreement • February 23rd, 2017 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of May 21, 2016, (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among H&E Equipment Services, Inc., a Delaware corporation (“H&E Delaware”), Great Northern Equipment, Inc., a Montana corporation (“Great Northern”), H&E Equipment Services (California), LLC, a Delaware limited liability company (“H&E California”, and together with H&E Delaware and Great Northern, each a “Borrower” and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory thereto, Wells Fargo Capital Finance, LLC, as “Successor Agent” to General Electric Capital Corporation (“Agent”), the Lenders signatory thereto from time to time and the other parties thereto. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

Supplemental Indenture dated as of February 3, 2006 (this “Supplemental Indenture”) by and among:
Supplemental Indenture • February 3rd, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York
Agreement and Plan of Merger dated as of , 2006 (this “Agreement”) among:
Merger Agreement • January 23rd, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

Now, therefore, in consideration of the premises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AMENDMENT NO. 3
Credit Agreement • August 20th, 2012 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing

This AMENDMENT NO. 3 (this “Amendment”) to the Third Amended and Restated Credit Agreement, dated as of July 29, 2010 (as amended by Amendment No. 1, dated as of February 29, 2012, and Amendment No. 2, dated as of August 9, 2012 (the “Original Credit Agreement”), and as the Original Credit Agreement is amended hereby and further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES (CALIFORNIA), LLC, a Delaware limited liability company (“H&E California” and, together with H&E Delaware and Great Northern, each, a “Borrower” and, collectively, the “Borrowers”), the other Credit Parties named therein, the Lenders named therein, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent, BANK OF AMERICA, N.A., as Co-Syndication Agent, Documenta

H&E EQUIPMENT SERVICES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 83/8% SENIOR NOTES DUE 2016 INDENTURE Dated as of August 4, 2006 The Bank of New York Trust Company, N.A. Trustee
Indenture • August 8th, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York

INDENTURE dated as of August 4, 2006 among H&E Equipment Services, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”).