H&E EQUIPMENT SERVICES L.L.C.

                                H&E FINANCE CORP.



                   12 1/2 % SENIOR SUBORDINATED NOTES DUE 2013



                          REGISTRATION RIGHTS AGREEMENT



                                                                   June 17, 2002



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

EQUIPMENT SERVICES"), and H&E Finance Corp., a Delaware corporation and a

wholly-owned subsidiary of H&E Equipment Services ("H&E FINANCE," and together

with H&E Equipment Services, the "ISSUERS"), propose to issue and sell to Credit

Suisse First Boston Corporation (the "INITIAL PURCHASER"), upon the terms set

forth in a purchase agreement of even date herewith (the "PURCHASE AGREEMENT"),

$53,000,000 aggregate principal amount of their 12 1/2% Senior Subordinated

Notes due 2013 (the "INITIAL SECURITIES") to be guaranteed (the "GUARANTEES") by

GNE Investments, Inc., a Washington corporation, and Great Northern Equipment,

Inc., a Montana corporation (together, the "GUARANTORS" and, collectively with

the Issuers, the "COMPANY"). The Initial Securities will be issued pursuant to

an indenture, dated as of June 17, 2002 (the "INDENTURE"), among the Issuers,

the Guarantors and The Bank of New York, as trustee (the "TRUSTEE"). As an

inducement to the Initial Purchaser to enter into the Purchase Agreement, the

Company agrees with the Initial Purchaser, for the benefit of the Initial

Purchaser and the holders of the Securities (as defined below) (collectively,

the "HOLDERS"), as follows:



     1    REGISTERED EXCHANGE OFFER. Unless not permitted by applicable law

(after the Company has complied with the ultimate paragraph of this Section 1),

the Company shall prepare and, on or prior to 90 days after the date on which

the Initial Purchaser purchases the Initial Securities pursuant to the Purchase

Agreement (the "CLOSING DATE"), file with the Securities and Exchange Commission

(the "COMMISSION") a registration statement (the "EXCHANGE OFFER REGISTRATION

STATEMENT") on an appropriate form under the Securities Act of 1933, as amended

(the "SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED

EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in

Section 6 hereof), who are not prohibited by any law or policy of the Commission

from participating in the Registered Exchange Offer, to issue and deliver to

such Holders, in exchange for the Initial Securities, a like aggregate principal

amount of debt securities of the Company issued under the Indenture, identical

in all material respects to the Initial Securities and registered under the

Securities Act (the "EXCHANGE SECURITIES"). The Company shall use its best

efforts to (i) have the Exchange Offer Registration Statement declared effective

by the Commission on or prior to



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180 days after the Closing Date and (ii) keep the Exchange Offer Registration

Statement effective for not less than 30 days (or longer, if required by

applicable law) after the date notice of the Registered Exchange Offer is mailed

to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION

PERIOD").



     Unless the Exchange Offer would not be permitted by applicable law or

Commission policy, the Company will commence the Exchange Offer and use its best

efforts to issue on or prior to 30 days, or longer if required by the federal

securities laws, after the date on which the Exchange Offer Registration

Statement is declared effective by the Commission, Exchange Securities in

exchange for all notes tendered prior thereto in the Exchange Offer.



     Following the declaration of the effectiveness of the Exchange Offer

Registration Statement, the Company shall promptly commence the Registered

Exchange Offer, it being the objective of such Registered Exchange Offer to

enable each Holder of Transfer Restricted Securities electing to exchange the

Initial Securities for Exchange Securities (assuming that such Holder is not an

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