H&E Equipment Services LLC – Plans of Reorganization, Merger, Acquisition or Similar Watch

from 8-K 95 pages Agreement and Plan of Merger Dated as of February 2, 2006 (This “Agreement”) Among: (I) H&E Equipment Services, Inc., a Delaware Corporation (“H&E Delaware”); (II) H&E Holdings L.L.C., a Delaware Limited Liability Company (“H&E Holdings”); and (III) H&E Equipment Services L.L.C., a Louisiana Limited Liability Company (“H&E Louisiana”) and a Wholly-Owned Subsidiary of H&E Holdings. H&E Delaware, H&E Holdings and H&E Louisiana Are Herein Together Referred to as the “Parties”)

from 8-K 164 pages Acquisition Agreement Dated as of January 4, 2006 (This “Agreement”) Among: (I) H&E Equipment Services L.L.C., a Louisiana Limited Liability Company (“H&E”); (II) Eagle Merger Corp., a Delaware Corporation and Wholly-Owned Subsidiary of H&E (“Eagle Merger Sub”); (III) Eagle High Reach Equipment, LLC, a Delaware Limited Liability Company (“Eagle LLC” or the “Company”); (IV) Eagle High Reach Equipment, Inc., a California Corporation (“Eagle S-Corp”); (V) Sbn Eagle LLC, a Delaware Limited Liability Company (“Sbn Eagle”); (VI) Summitbridge National Investments LLC, a Delaware Limited Liability Company (“Summitbridge”); and (VII) the Shareholders of Eagle S-Corp Identified as Such on the Signature Page to This Agreement ( “Eagle S-Corp Shareholders”)