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Pledge Agreement

This is an actual contract between H&E Equipment Services and Bank Of New York.

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Sectors: Services, Banking
Governing Law: New York, View New York State Laws
Effective Date: June 17, 2002
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Exhibit 10.25


H&E EQUIPMENT SERVICES L.L.C. PLEDGE AGREEMENT
(IN FAVOR OF THE COLLATERAL AGENT)


THIS PLEDGE AGREEMENT, dated as of June 17, 2002 (this "AGREEMENT") between H&E Equipment Services L.L.C., a Louisiana limited liability company (the "PLEDGOR") and The Bank of New York in its capacity as trustee (in such capacity, the "TRUSTEE") and collateral agent (in such capacity, the "COLLATERAL AGENT") under the Indenture referred to below.


WHEREAS:


(A) Pursuant to the terms, conditions and provisions of the Indenture dated as
of the date hereof (as it may be amended, restated, supplemented or
otherwise modified and in effect from time to time, the "INDENTURE") among
the Pledgor, H&E Finance Corp., a Delaware corporation (together with the
Pledgor, each individually an "ISSUER" and collectively the "ISSUERS"), the
guarantors named therein and the Collateral Agent, the Issuers are issuing,
as of the date hereof $200,000,000 of 11?% Senior Secured Notes due 2012,
and may, from time to time, issue additional notes in accordance with the
provisions of the Indenture (collectively, the "NOTES");


(B) Pursuant to that certain H&E Equipment Services L.L.C. Pledge Agreement
dated as of the date hereof by the Pledgor in favor of General Electric
Capital Corporation, as collateral agent for the secured parties therein
(the "CREDIT AGREEMENT AGENT") (such document, as amended, modified or
supplemented from time to time, the "PRIORITY PLEDGE AGREEMENT"), the
Pledgor has pledged to the Credit Agreement Agent, and granted the Credit
Agreement Agent a security interest in, the Pledged Collateral (as defined
below) pursuant to the Credit Agreement dated as of June 17, 2002 (as it
may be amended, restated, supplemented or otherwise modified and in effect
from time to time, the "CREDIT AGREEMENT") among the Pledgor, Great
Northern Equipment, Inc., a Montana corporation (together with the Pledgor,
each individually, a "BORROWER", and collectively, and jointly and
severally, the "BORROWERS"), the other Persons named therein as lenders
from time to time (the "LENDERS"), the other Persons named therein as
credit parties (the "CREDIT PARTIES"), Credit Agreement Agent, as Arranger,
Bank of America, N.A., as Syndication Agent and Fleet Capital Corporation,
as Documentation Agent, the Lenders have agreed to make available to
Borrowers, upon the terms and conditions thereof, certain revolving credit
facilities;


(C) In order to induce the Trustee to enter into the Indenture and the Initial
Purchasers to purchase the Notes, the Pledgor, pursuant to the terms of the
Indenture, has agreed to pledge to the Collateral Agent, and grant the
Collateral Agent a security interest in, the Pledged Collateral (as defined
below) in accordance with this Agreement; and


(D) To the extent and upon the terms set forth in Article 10 of the Indenture,
(i) the Liens granted by this Agreement as security for the Secured
Obligations (as defined below) upon any and all of the Pledged Collateral
(as defined below) are subordinate in ranking to all present and future
Priority Liens upon any and all of the Pledged Collateral; and (ii) the
Note Liens upon any and all Pledged Collateral will be of equal ranking
with all present and future Parity Liens.


NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and in order to induce the Trustee to enter into the Indenture and the Initial Purchasers to purchase the Notes, the Pledgor hereby agrees with the Trustee as the Collateral Agent for the benefit of all the present and future Holders of Secured Obligations (as defined below) as follows:


1. DEFINITIONS


Unless otherwise defined herein, terms defined in the Indenture are used
herein as therein defined, and the following shall have (unless otherwise
provided elsewhere in this Agreement) the following respective meanings
(such meanings being equally applicable to both the singular and plural
form of the terms defined):


"BANKRUPTCY CODE" means title 11, United States Code, as amended from time
to time, and any successor statute thereto;


"GOVERNMENTAL AUTHORITY" means any nation or government, any state or other
political subdivision thereof, and any agency, department or other entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government;


"HOLDERS OF SECURED OBLIGATIONS" means the Holders of Notes and all other
Persons who at any time hold or acquire any interest in, or any right to
enforce, any of the Secured Obligations;


"PLEDGED COLLATERAL" has the meaning assigned to such term in Section 2
hereof;


"PLEDGED ENTITY" means the issuer of Pledged Shares or Pledged
Indebtedness;


"PLEDGED INDEBTEDNESS" means the Indebtedness evidenced by promissory notes
and instruments listed on Part B of Schedule I hereto;


"PLEDGED SHARES" means those shares of Stock listed on Part A of Schedule I
hereto;


"SPECIFIED PRIORITY LIEN" means the Lien on the Pledged Collateral granted
by the Pledgor to the Credit Agreement Agent for the benefit of the Lenders
under the Priority Pledge Agreement which Lien has priority to the Lien
hereof to the extent and on the terms set forth in Article 10 of the
Indenture; and


"SECURED OBLIGATIONS" means all liability of the Pledgor, whenever incurred
or arising, under, for or in respect of the Notes, the Subsidiary
Guarantees and any and all other present and future Note Obligations.


"STOCK" means all shares, options, warrants, general or limited partnership
interests, membership interests or other equivalents (regardless of how
designated) of or in a corporation, partnership, limited liability company
or equivalent entity whether voting or nonvoting, including common stock,
preferred stock or any other "equity security" (as such term is defined in
Rule 3a11-1 of the General Rules and Regulations promulgated by the
Securities and Exchange Commission (the "COMMISSION") under the Securities
Exchange Act of 1934).


2. PLEDGE


The Pledgor hereby pledges to the Trustee as the Collateral Agent for the
benefit of all the present and future Holders of Secured Obligations, and
grants to the Trustee as the Collateral Agent for the benefit of all the
present and future Holders of Secured Obligations, a security interest in
all of the following (collectively, the "PLEDGED COLLATERAL"):


(a) (i) the Pledged Shares and the certificates representing the Pledged
Shares, (ii) all options, warrants, shares and/or other securities,
shares of stock, certificates, instruments or other documents
representing the Pledged Shares and (iii) all dividends,
distributions, cash, instruments and other property or proceeds from
time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of the Pledged Shares;


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(b) any additional shares of stock of the Pledged Entity from time to time
acquired by the Pledgor in any manner (which shares shall be deemed to
be part of the Pledged Shares), and the certificates representing such
additional shares, and all dividends, distributions, bonus issues,
offers by way of rights allotments, cash, instruments, compensation,
assets and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for
any or all of such Stock;


(c) the Pledged Indebtedness and the promissory notes or instruments
evidencing the Pledged Indebtedness, and all interest, cash,
instruments and other property and assets from time to time received,
receivable or otherwise distributed in respect of the Pledged
Indebtedness;


(d) all additional Indebtedness arising after the date hereof and owing to
the Pledgor and evidenced by promissory notes or other instruments,
together with such promissory notes and instruments, and all interest,
cash, instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of that
Pledged Indebtedness; and


(e) all proceeds of every kind, including proceeds of proceeds, of any and
all of the foregoing (including, without limitation, proceeds which
constitute property of the type described above) and to the extent not
otherwise included, all money and cash.


3. SECURITY FOR OBLIGATIONS


This Agreement secures, and the Pledged Collateral is security for, the
prompt payment in full when due, whether at stated maturity, by
acceleration or otherwise, and performance of all of the Secured
Obligations.


4. DELIVERY OF PLEDGED COLLATERAL


Upon, and concurrently with, the Discharge of Priority Lien Indebtedness,
without notice or demand: (i) the Pledgor shall deliver, or shall cause
Credit Agreement Agent to deliver, all certificates and all promissory
notes and instruments evidencing the Pledged Collateral owned by the
Pledgor and all other warrants, shares and/or other securities, original
shares of stock, certificates, instruments or other documents, in each case
evidencing or representing title to other Pledged Collateral to the
Collateral Agent; and (ii) all such Pledged Shares shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form
and substance satisfactory to the Collateral Agent and all promissory notes
or other instruments evidencing any such Pledged Indebtedness shall be
endorsed by the Pledgor, and, if necessary, the Credit Agreement Agent
(which may endorse without recourse or warranty); PROVIDED, that if the
Pledged Entity's constitutive documents contain a restriction on the right
to transfer its shares then, in order to better perfect the Collateral
Agent's security in any such Pledged Shares of such Pledged Entity, the
certificates evidencing those Pledged Shares shall be registered in the
Collateral Agent's name or, at the Collateral Agent's option, the
Collateral Agent's nominees name, and shall be accompanied by a copy of the
share register of such Pledged Entity showing the Collateral Agent's name
or, at the Collateral Agent's option, the Collateral Agent's nominee's
name, as the registered owner of those Pledged Shares of such Pledged
Entity, certified by the corporate secretary of such Pledged Entity as
being true and complete.


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5. REPRESENTATIONS AND WARRANTIES


The Pledgor represents and warrants to the Collateral Agent that:


(a) The Pledgor is, and at the time of delivery of the Pledged Shares to
Credit Agreement Agent will be, the sole holder of record (unless at
the time of delivery of such Pledged Shares to Credit Agreement Agent,
such Pledged Shares are registered in Credit Agreement Agent's or, at
Credit Agreement Agent's option, Credit Agreement Agent's nominee's
name, in which case the Pledgor was the sole holder of record of such
Pledged Shares immediately prior to registration in Credit Agreement
Agent's or Credit Agreement Agent's nominee's name, as applicable) and
the sole beneficial owner of such Pledged Collateral pledged by the
Pledgor free and clear of any Lien thereon or affecting the title
thereto, except for any Lien created by this Agreement and any
Permitted Lien (including any Specified Priority Lien); the Pledgor is
and at the time of delivery of the instruments or certificates
evidencing the Pledged Indebtedness to Credit Agreement Agent will be,
the sole beneficial owner of such Pledged Collateral free and clear of
any Lien thereon or affecting title thereto, except for any Lien
created by this Agreement and any Permitted Lien;


(b) all of the Pledged Shares have been duly authorized, validly issued
and are fully paid and non-assessable; the Pledged Indebtedness has
been duly authorized, authenticated or issued and delivered by, and is
the legal, valid and binding obligations of, the Pledged Entity, and
the Pledged Entity is not in default thereunder;


(c) the Pledgor has the right and requisite authority to pledge, assign,
transfer, deliver, deposit and set over the Pledged Collateral pledged
by the Pledgor to the Credit Agreement Agent and the Collateral Agent
as provided herein;


(d) none of the Pledged Shares or Pledged Indebtedness has been issued or
transferred in violation of the securities registration, securities
disclosure or similar laws of any jurisdiction to which such issuance
or transfer may be subject;


(e) all of the Pledged Shares are presently owned by the Pledgor, and are
presently represented by the certificates listed on Part A of
Schedule I hereto and the Pledged Collateral constitutes, and so long
as this Agreement remains in effect will continue to constitute, 100%
of the equity interests (whether options, warrants or stock or
otherwise) held by the Pledgor in the Pledged Entity. As of the date
hereof, there are no existing options, warrants, calls or commitments
of any character whatsoever relating to the Pledged Shares;


(f) no consent, approval, authorization or other order or other action by,
and no notice to or filing with, any Governmental Authority or any
other Person is required (i) for the pledge by the Pledgor of the
Pledged Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by the Pledgor, or (ii) for
the exercise by Credit Agreement Agent or by the Collateral Agent of
the voting or other rights provided for in this Agreement or the
remedies in respect of the Pledged Collateral pursuant to this
Agreement, except as may be required in connection with such
disposition by laws affecting the offering and sale of securities
generally and except as may be generally applicable to Credit
Agreement Agent or the Collateral Agent;


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(g) the pledge, assignment and delivery of the Pledged Collateral pursuant
to this Agreement will create a valid second priority Lien on and a
second priority perfected security interest in favor of the Trustee as
the Collateral Agent for the benefit of all the present and future
Holders of Secured Obligations in the Pledged Collateral and the
proceeds thereof, securing the payment of the Secured Obligations,
subject to no other Lien (other than the Specified Priority Lien);


(h) as at the date hereof, the Pledged Shares constitute 100% of the
issued and outstanding shares of common Stock of the Pledged Entity;
and


(i) except as disclosed on Part B of Schedule I, none of the Pledged
Indebtedness is subordinated in right of payment to other Indebtedness
(except for the Priority Lien and the Secured Obligations) or subject
to the terms of an indenture.


The representations and warranties set forth in this Section 5 shall
survive the execution and delivery of this Agreement.


6. COVENANTS


The Pledgor covenants and agrees that until the payment and performance in
full of the Secured Obligations:


(a) The Pledgor will not sell, assign, transfer, pledge, or otherwise
encumber any of its rights in or to the Pledged Collateral, or any
unpaid dividends, interest or other distributions or payments with
respect to the Pledged Collateral or grant a Lien in the Pledged
Collateral, unless otherwise expressly permitted by the Indenture;


(b) The Pledgor will, at its expense, promptly execute, acknowledge and
deliver all such instruments and take all such actions as the
Collateral Agent from time to time may reasonably request in order to
ensure to the Trustee, the Collateral Agent and all the present and
future Holders of Secured Obligations the benefits of the Liens in and
to the Pledged Collateral intended to be created by this Agreement,
including the filing of any necessary Uniform Commercial Code
financing statements, which may be filed by the Collateral Agent with
or (to the extent permitted by law) without the signature of the
Pledgor, and will cooperate with the Collateral Agent, at the
Pledgor's expense, in obtaining all necessary approvals and making all
necessary filings under federal, state, local or foreign law in
connection with such Liens or any sale or transfer of the Pledged
Collateral;


(c) The Pledgor has and will defend the title to the Pledged Collateral
and the Liens of the Collateral Agent for the benefit of the present
and future Holders of Secured Obligations in the Pledged Collateral
against the claim of any Person other than the holders of Specified
Priority Liens and will maintain and preserve Liens of the Collateral
Agent; and


(d) Upon, and concurrently with, the Discharge of Priority Lien
Indebtedness, without notice or demand the Pledgor will, upon
obtaining ownership of any additional Stock or promissory notes or
instruments of the Pledged Entity or Stock or promissory notes or
instruments otherwise required to be pledged pursuant to any of the
Note Documents or the Priority Pledge Agreement, which Stock, notes or
instruments are not already Pledged Collateral, promptly (and in any
event within three (3) Business Days) deliver to the Collateral Agent
a Pledge Amendment, duly executed by the Pledgor, in substantially the


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form of Schedule II hereto (a "PLEDGE AMENDMENT") in respect of any
such additional Stock, notes or instruments, pursuant to which the
Pledgor shall pledge to the Collateral Agent all of such additional
Stock, notes and instruments; PROVIDED, HOWEVER, that (i) in no event
shall the Pledgor be required to pledge to the Collateral Agent shares
of Stock of a
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