0001104659-06-005917 Sample Contracts

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
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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 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
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 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
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
JOINDER AGREEMENT, CONSENT AND AMENDMENT NO. 10 TO CREDIT AGREEMENT
Credit Agreement • February 3rd, 2006 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing

This JOINDER AGREEMENT, CONSENT AND AMENDMENT NO. 10 TO CREDIT AGREEMENT (this “Amendment”) dated as of February 3, 2006, is entered into by and among H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (“H&E”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern” and together with H&E, individually an “Existing Borrower” and jointly, severally and collectively, the “Existing Borrowers”), H&E HOLDINGS L.L.C., a Delaware limited liability company (“Holdings”), GNE INVESTMENTS, INC., a Washington corporation, H&E FINANCE CORP., a Delaware corporation, H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware” and together with Existing Borrowers, individually a “Borrower” and jointly, severally and collectively, the “Borrowers”), the persons designated as “Lenders” on the signature pages hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent.

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