Amendment No. 1 to Purchase Agreement for $200,000,000 11 1/8% Senior Secured Notes Due 2012 – H&E Equipment Services L.L.C., H&E Finance Corp., and Initial Purchasers

Summary

This amendment updates the original Purchase Agreement between H&E Equipment Services L.L.C., H&E Finance Corp., and the initial purchasers, including Credit Suisse First Boston Corporation, Banc of America Securities LLC, and Fleet Securities, Inc., for the sale of $200,000,000 in senior secured notes due 2012. The amendment clarifies that the Offering Document now includes a new supplement. All other terms of the original agreement remain unchanged. The amendment is effective as of June 17, 2002, and is governed by New York law.

EX-10.22 41 a2084965zex-10_22.txt EXHIBIT 10.22 EXHIBIT 10.22 EXECUTION COPY $200,000,000 H&E EQUIPMENT SERVICES L.L.C. H&E FINANCE CORP. 11 1/8% SENIOR SECURED NOTES DUE 2012 AMENDMENT NO. 1 TO PURCHASE AGREEMENT June 17, 2002 CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC FLEET SECURITIES, INC. C/O CREDIT SUISSE FIRST BOSTON CORPORATION Eleven Madison Avenue, New York, New York 10010-3629 Ladies and Gentlemen: H&E Equipment Services L.L.C., a Louisiana limited liability company, ("H&E") and H&E Finance Corp., a Delaware corporation ("H&E FINANCE" and together with H&E, the "COMPANY") entered into a Purchase Agreement (the "PURCHASE AGREEMENT") dated June 3, 2002 with Credit Suisse First Boston Corporation and the several initial purchasers named in Schedule I thereto (the initial "PURCHASERS") whereby the Company agreed to sell to the Purchasers $200,000,000 principal amount of its 11 1/8% Senior Secured Notes due 2012 (the "NOTES") to be issued under an indenture, dated as of June 17, 2002 (the "INDENTURE"), between the Company, the Guarantors (as defined below), and The Bank of New York, as Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the "SECURITIES ACT"). The Company's obligations under the Notes, including the due and punctual payment of interest on the Notes, will be unconditionally guaranteed (the "GUARANTEE") by GNE Investments, Inc. a Washington corporation, Great Northern Equipment, Inc., a Montana corporation, and each of the Company's future domestic subsidiaries (each, a "GUARANTOR" and together, the "GUARANTORS"). Capitalized terms used in this Amendment No. 1 without definition shall have their respective meanings assigned to them in the Purchase Agreement. 1. AMENDMENT TO THE PURCHASE AGREEMENT. Effective on the date hereof, the Purchase Agreement is hereby amended as follows: the term Offering Document is deemed to include the Supplement No. 1 to the Offering Circular, dated June 17, 2002. 2. EFFECT OF AMENDMENT. Except as specifically provided herein, this Amendment does not in any way affect or impair the terms, conditions and other provisions of the Purchase Agreement or any of the Notes, or the obligations of the Company thereunder, and all terms, conditions and other provisions of the Purchase Agreement, and the Notes shall remain in full force and effect except to the extent specifically amended, modified or waived pursuant to the provisions of this Amendment. 3. COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall be deemed to constitute one and the same instrument. 4. APPLICABLE 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. 5. HEADINGS. Section headings are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. 6. AMENDMENTS AND MODIFICATIONS. This Amendment may, with the consent of the parties hereto, be amended, by one or more substantially concurrent written instruments signed by the parties hereto IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above. H&E EQUIPMENT SERVICES L.L.C. By: /s/ Lindsay Jones ------------------------------------- Name: Lindsay Jones Title: Senior Vice President, Finance and Secretary H&E FINANCE CORP. By: /s/ Lindsay Jones ------------------------------------- Name: Lindsay Jones Title: Senior Vice President, Finance and Secretary GNE INVESTMENTS, INC. By: /s/ Lindsay Jones ------------------------------------- Name: Lindsay Jones Title: GREAT NORTHERN EQUIPMENT, INC. By: /s/ Lindsay Jones ------------------------------------- Name: Lindsay Jones Title: CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC FLEET SECURITIES, INC. Acting on behalf of themselves and as the representatives of the several Purchasers By CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Harold W. Bogle ---------------------------- Name: Harold W. Bogle Title: Managing Director