Exhibit 10.1


 


Execution
Copy


 


AMENDMENT NO. 6


 


This AMENDMENT No. 6 dated as of March 11, 2005 (“Amendment
No. 6”), is
entered into by and among H&E EQUIPMENT SERVICES L.L.C., a Louisiana
limited liability company (“H&E”), GREAT NORTHERN EQUIPMENT, INC., a
Montana corporation (“Great Northern” and together with H&E,
individually a “Borrower” and jointly, severally and collectively, the “Borrowers”),
H&E HOLDINGS, L.L.C., a Delaware limited liability company, GNE
INVESTMENTS, INC., a Washington corporation and H&E FINANCE CORP., a Delaware corporation, the persons designated as “Lenders”
on the signature pages hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, as Agent.


 


WHEREAS, Borrowers, the other Credit Parties, the Lenders (as
defined therein) and Agent are party to the Credit Agreement dated as of June 17, 2002
(including all annexes, exhibits and schedules thereto, and as amended
by Amendment No. 1 dated as of March 31, 2003, Amendment No. 2
dated as of May 14, 2003, Amendment No. 3 dated as of February 10,
2004, Amendment No. 4 dated as of October 26, 2004, and Amendment No. 5
dated as of January 13, 2005 and as further amended, restated,
supplemented or otherwise modified and in effect from time to time, “Original Credit Agreement”;
all capitalized terms defined in the Original Credit Agreement
and not otherwise defined herein have the meanings assigned to them in the
Original Credit Agreement or in Annex A thereto); and


 


WHEREAS, Borrowers and each Lender,
subject to Section 2 hereof, wish to amend the Original Credit
Agreement in the manner set forth below.


 


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, Borrowers, Credit Parties, each Lender and Agent agree as
follows:


 


SECTION 1.

AMENDMENTS
TO ORIGINAL CREDIT AGREEMENT


 


Subject to the
satisfaction of the conditions to effectiveness referred to in Section 2
hereof, the Original Credit Agreement is hereby amended as follows:


 


(a)           Section 1.5(a) of
the Original Credit Agreement is amended and restated in its entirety as
follows:


 


Borrowers
shall pay interest to Agent, for the ratable benefit of Lenders in accordance
with the various Revolving Credit Advances and Swing Line Loans being made by
each Lender, and in respect of all unreimbursed Letters of Credit Obligations,
in arrears on each applicable Interest Payment Date, at the following
rates:  (i) with respect to the
Revolving Credit Advances and unreimbursed Letter of Credit Obligations and all
other Obligations (other than LIBOR Loans and Swing Line Loans), the Index Rate
plus the Applicable Revolver Index Margin per annum or, at the election of
Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver
LIBOR Margin per each calendar month, based on the aggregate Revolving Credit
Advances outstanding from time to time; and (ii) with respect to the Swing
Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum,
based on the aggregate amount of the Swing Line Loan outstanding from time to
time.


 





















 


The
Applicable Margins, on a per annum basis, (i) for each Fiscal Month in
which the daily average Excess Availability for the immediately preceding
Fiscal Month was equal to or more than $40,000,000, the Applicable Revolver
LIBOR Margin shall be 2.25%, the Applicable L/C Margin shall be 2.25% and the
Applicable Revolver Index Margin shall be 0.75%, (ii) for each Fiscal
Month in which the daily average Excess Availability for the immediately
preceding Fiscal Month was less than $40,000,000 and equal to or more than $25,000,000,
the Applicable Revolver LIBOR Margin shall be 2.50%, the Applicable L/C Margin
shall be 2.50% and the Applicable Revolving Index Margin shall be 1.00%, and (iii) for each Fiscal Month in which the daily
average Excess Availability for the immediately preceding Fiscal Month was less
than $25,000,000, the Applicable Revolver LIBOR Margin shall be 2.75%, the Applicable L/C Margin shall be 2.75% and the Applicable
Revolving Index Margin shall be 1.25%. 
At all times the Applicable Unused Line Fee Margin shall be 0.50% per
annum.


 


(b)          Annex
A of the Original Credit Agreement is
amended as follows:


 


(i)            the
definition of “Borrowing Availability” is amended by replacing the dollar
figure “$30,000,000” appearing in clause (ii) of paragraph (a) with
the dollar figure “$15,000,000”; and


 


(ii)           the
definition of “Great Northern Borrowing Base” is amended by replacing the text “seventy-five
percent (75%)” appearing in clause (ii) of paragraph (e) with the text
“eighty percent (80%)”; and


 


(iii)          the
definition of “H&E Borrowing Base” is amended by replacing the text “seventy-five
percent (75%)” appearing in clause (ii) of paragraph (e) with the
text “eighty percent (80%)”.


 


SECTION 2.

CONDITIONS TO EFFECTIVENESS


 


This Amendment No. 6 shall become effective on the date, which must be prior
to March 11, 2005 (the “Effective Date”) on which the following
conditions shall have been satisfied:


 


(a)           Agent shall have received one or more counterparts of this Amendment No. 6
executed and delivered by Borrowers, the other Credit Parties, Agent and each
Lender; and


 


(b)           there shall be no continuing Default or Event of Default (after
giving effect to the amendments contemplated by this Amendment No. 6), and
the representations and warranties of the Borrowers contained in this Amendment
No. 6 shall be true and correct in all material respects.


 


SECTION 3.

LIMITATION ON SCOPE


 


Except as expressly amended hereby, all of the representations,
warranties, terms, covenants and conditions of the Loan Documents shall remain
in full force and effect in accordance with their respective terms.  The amendments set forth herein shall be
limited precisely as provided for herein and shall not be


 


2





















 


deemed to be waivers of, amendments of, consents to or modifications of
any term or provision of the Loan Documents or any other document or instrument
referred to therein or of any transaction or further or future action on the
part of Borrowers or any other Credit Party requiring the consent of Agent or
Lenders except to the extent specifically provided for herein.  Agent and Lenders have not and shall not be
deemed to have waived any of their respective rights and remedies against
Borrowers or any other Credit Party for any existing or future Defaults or
Event of Default.


 


SECTION 4.

MISCELLANEOUS


 


(a)           Borrowers
hereby represent and warrant as follows:


 


(i)            this Amendment No. 6
has been duly authorized and executed by Borrowers and each other Credit Party,
and the Original Credit Agreement, as amended by this Amendment No. 6, is
the legal, valid and binding obligation of Borrowers and each other Credit
Party that is a party thereto, enforceable in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, moratorium and
similar laws affecting the rights of creditors in general; and


 


(ii)           Borrowers repeat and
restate the representations and warranties of Borrowers contained in the
Original Credit Agreement as of the date of this Amendment No. 6 and as of
the Effective Date, except to the extent such representations and warranties
relate to a specific date.


 


(b)           This
Amendment No. 6 is being delivered in the State of New York.


 


(c)           Borrowers
and the other Credit Parties hereby ratify and confirm the Original Credit
Agreement as amended hereby, and agree that, as amended hereby, the Original
Credit Agreement remains in full force and effect.


 


(d)           Borrowers
and the other Credit Parties agree that all Loan Documents to which each such Person
is a party remain in full force and effect notwithstanding the execution and delivery
of this Amendment No. 6.


 


(e)           This
Amendment No. 6 may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.


 


(f)            All references in the Loan Documents to the
“Credit Agreement” and in the Original Credit Agreement as amended hereby to “this
Agreement,” “hereof,” “herein” or the like shall mean and refer to the Original
Credit Agreement as amended by this Amendment No. 6 (as well as by all
subsequent amendments, restatements, modifications and supplements thereto).


 


(g)           Each of the following provisions of the Original Credit Agreement is
hereby incorporated herein by this reference with the same effect as
though set forth in its entirety herein, mutatis mutandis, and as if “this
Agreement” in any such provision read “this Amendment No. 6”: Section 11.6,
(Severability), Section 11.9 (Governing Law), Section 11.10
(Notices), Section 11.11 (Section Titles) Section 11.13
(Waiver of Jury Trial), Section 11.16 (Advice of Counsel) and Section 11.17
(No Strict Construction).


 


[SIGNATURE PAGES FOLLOW]


 


3





















 


WITNESS the due
execution hereof by the respective duly authorized officers of the undersigned
as of the date first written above.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  H&E
  EQUIPMENT SERVICES, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GREAT
  NORTHERN EQUIPMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  PARTIES:

  
	
   

  	
   

  
	
   

  	
  H&E HOLDINGS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GNE INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  H&E FINANCE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE PAGE TO
AMENDMENT NO. 6


 





















 


	
   

  	
  AGENT AND LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION,

  
	
   

  	
  as Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET CAPITAL CORPORATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BUSINESS CREDIT, LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE PAGE TO
AMENDMENT NO. 6


 





















 


	
   

  	
  ORIX FINANCIAL SERVICES, INC.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE PAGE TO
AMENDMENT NO. 6