0001193125-12-361747 Sample Contracts

H&E EQUIPMENT SERVICES, INC. 7% Senior Notes due 2022 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2012 • 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.

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H&E EQUIPMENT SERVICES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7% SENIOR NOTES DUE 2022 INDENTURE Dated as of August 20, 2012 The Bank of New York Mellon Trust Company, N.A. Trustee
H&E Equipment Services, Inc. • August 20th, 2012 • Services-miscellaneous equipment rental & leasing • New York

INDENTURE dated as of August 20, 2012 among H&E Equipment Services, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

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”).

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

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