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Exhibit 10.1    
    


Execution Copy  


AMENDMENT NO. 2  


        This AMENDMENT No. 2 dated as of May 14, 2003 ("Amendment No.2"), 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 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); 


        WHEREAS,
on May 2, 2003 a judgement was delivered against H&E in the amount of $18,000,000 in connection with a complaint filed in July 2000 in the General Court of
Justice, Superior Court Division, State of North Carolina, County of Mecklenburg under the caption Sunbelt Rentals, Inc. v. Head & Engquist Equipment, L.L.C.,
d/b/a H&E Hi-Lift, et al (the "Sunbelt Rentals Judgement"); and 



        WHEREAS,
Borrowers and Requisite Lenders, subject to Section 3 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, Requisite Lenders and Agent agree as follows: 


SECTION 1.

AMENDMENTS  



        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)
	The
following definitions are added to Annex A of the Original Credit Agreement in their proper alphabetical place: 





"Amendment No. 2" means Amendment No. 2, dated as of May 14, 2003, to this Agreement.' 


"Amendment No. 2 Effective Date" means the "Effective Date' as defined in Amendment No. 2. 



"Excess Availability" means at any time, an amount equal to the Aggregate Borrowing Base (as reflected in the Borrowing Base Certificate delivered
pursuant to Section 4.1(b) and paragraph (a) of Annex F, at or most recently prior to such time minus the aggregate Revolving Loan as of the opening of business on the date of
delivery of such Borrowing Base Certificate); provided, that in the event that a Borrowing Base Certificate is not timely delivered as required by
Section 4.1(b) and paragraph (a) of Annex F, then the until the delivery of a Borrowing Base in a timely manner as so required, the Excess Availability shall be deemed to be less than
$50,000,000. 


"Sunbelt Rentals Judgment" has the meaning assigned to it in Amendment No. 2. 







 





	(b)
	Annex A of the Original Credit Agreement is amended by replacing the phrase "less the sum of the aggregate Revolving Loan and
Swing Line Loan then outstanding" appearing in clause (a)(ii) of the definition of "Borrowing Availability" with the phrase "less the sum of (x) the aggregate Revolving Loan and
Swing Line Loan then outstanding plus (y) $20,000,000".



	(c)
	Annex A of the Original Credit Agreement is amended by adding the following immediately after the word "GAAP" appearing in the
third line of the definition of "EBITDA": "provided, that for all calculations of EBITDA for periods ending on or after March 31, 2003, the
accrued expense incurred or reserve established in connection with the Sunbelt Rentals Judgment shall not be taken into account in determining consolidated net income of H&E Holding and its
Subsidiaries on a consolidated basis".



	(d)
	Annex B of the Original Credit Agreement is amended by replacing the phrase "Ten Million Dollars ($10,000,000)" appearing in
clause (i) of paragraph (a) thereof with the phrase "Thirty Million Dollars ($30,000,000)".



	(e)
	Annex G of the Original Credit Agreement is amended as follows:



	(i)
	paragraph (b)
of Annex G is amended and restated in its entirety as follows: 







"Maximum Leverage Ratio. H&E Holdings and its Subsidiaries on a consolidated basis shall have, at the end of each Fiscal Quarter set forth below,
a Leverage Ratio as of the last day of such Fiscal Quarter and for the 12-month period then ended of not more than the following: 


5.20
to 1.00        for each Fiscal Quarter ending on or after June 30, 2003." 



	(ii)
	paragraph (c)
of Annex G is amended and restated in its entirety as follows: 





"Maximum Adjusted Leverage Ratio. H&E Holdings and its Subsidiaries on a consolidated basis shall have, at the end of each Fiscal Quarter set
forth below, an Adjusted Leverage Ratio as of the last day of such Fiscal Quarter and for the 12-month period then ended of not more than the following: 


5.20
to 1.00        for each Fiscal Quarter ending on or after June 30, 2003." 



	(iii)
	paragraph (e)
of Annex G is amended and restated in its entirety as follows: 





"Minimum Adjusted Interest Coverage Ratio. H&E Holdings and its Subsidiaries on a consolidated basis shall have at the end of each Fiscal Quarter
set forth below, an Adjusted Interest Coverage Ratio for the 12-month period then ended of not less than the following: 


1.25
to 1.00        for each Fiscal Quarter ending on or prior to December 31, 2004; 


1.30
to 1.00        for each Fiscal Quarter ending on or after March 31, 2005 and on or prior to

                          December 31, 2005; 


1.40
to 1.00        for each Fiscal Quarter ending thereafter." 




	(f)
	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 




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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, are as follows: 




	 
	Applicable Margin
 
	 	Amount
	 	 

	

 	

Applicable Revolver Index Margin	
 	

1.50	
%	

 
	

 	

Applicable Revolver LIBOR Margin	
 	

3.00	
%	

 
	

 	

Applicable L/C Margin	
 	

3.00	
%	

 
	

 	

Applicable Unused Line Fee Margin	
 	

0.50	
%	

 






        Provided
that notwithstanding the foregoing (i) for each day on which Excess Availability is less than $90,000,000 and equal to or more than $50,000,000, the Applicable Revolver
LIBOR Margin and the
Applicable L/C Margin each shall be 3.25% and the Applicable Revolving Index Margin shall be 1.75%, and (ii) for each day on which Excess Availability is less than $50,000,000, the Applicable
Revolver LIBOR Margin and the Applicable L/C Margin each shall be 3.50% and the Applicable Revolving Index Margin shall be 2.00%. 



	(g)
	Section 1.6A of the Original Credit Agreement is amended by adding the phrase "(except to the extent in use and not then being
stored)" immediately after the "(i)" in paragraph (b) thereof.



	(h)
	Section 1.7A of the Original Credit Agreement is amended by adding (1) the phrase "(except to the extent in the
possession of a lessee or being transported to or from a lessee)" immediately after the "(i)" in paragraph (b) thereof and (2) restating clause (v) of such paragraph (b) as
follows: "(v) is leased to a lessee other than pursuant to a lease of such Equipment Inventory entered into in the ordinary course of business or is not located in the United States or Canada
(excluding. the provinces of Newfoundland, the Northwest Territories and the Territory of Nunawait).".



	(i)
	Section 5.11 of the Original Credit Agreement is amended by adding the following sentence at the end of such section: "Borrowers
and the other Credit Parties agree to hold a meeting with Agent and Lenders at the offices of H&E prior to June 30, 2003." 



SECTION 2.

CONDITIONS TO EFFECTIVENESS  


        This Amendment No. 2 shall become effective on May 14, 2003 (the "Effective Date") in the event that
on or prior to such date: 



	(a)
	H&E shall
have paid to the Agent in immediately available funds for the account of each Revolving Lender that shall have executed and delivered a counterpart of this Amendment
No. 2 on or prior to May 14, 2003 (i) an amendment fee equal to 25 basis points of the Revolving Loan Commitment of such Revolving Lender and (ii) all other costs
and expenses of Agent payable under Section 11.3(b) of the Original Credit Agreement in connection with this Amendment No. 2; 



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	(b)
	Agent
shall have received one or more counterparts of this Amendment No. 2 executed and delivered by Borrowers, the other Credit Parties, Agent and the Requisite Lenders; and



	(c)
	there
shall be no continuing Default or Event of Default (after giving effect to the amendments contemplated by this Amendment No. 2) and the representations and warranties of
the Borrowers contained in this Amendment No. 2 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 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. 2 has been duly authorized and executed by Borrowers and each other Credit Party, and the Original Credit Agreement, as amended by this
Amendment No. 2, 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. 2
and as of the Effective Date, except to the extent such representations and warranties relate to a specific date. 


	(b)
	This
Amendment No. 2 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. 2.



	(e)
	This
Amendment No. 2 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. 2 (as well as by all subsequent amendments, restatements, modifications and supplements thereto). 



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	(g)
	Each
of the following provisions of the 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. 2": 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
PAGE FOLLOWS] 


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        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:	

/s/  LINDSAY C. JONES      
 Name: Lindsay C. Jones

Title: CFO
	

 	
 	
GREAT NORTHERN EQUIPMENT, INC.
	

 	
 	

By:	

/s/  LINDSAY C. JONES      
 Name: Lindsay C. Jones

Title: CFO
	

 	
 	
CREDIT PARTIES:
	

 	
 	
H&E HOLDINGS, L.L.C.
	

 	
 	

By:	

/s/  LINDSAY C. JONES      
 Name: Lindsay C. Jones

Title: CFO
	

 	
 	
GNE INVESTMENTS, INC.
	

 	
 	

By:	

/s/  LINDSAY C. JONES      
 Name: Lindsay C. Jones

Title: CFO
	

 	
 	
H&E FINANCE CORP.
	

 	
 	

By:	

/s/  LINDSAY C. JONES      
 Name: Lindsay C. Jones

Title: CFO
	 	 	 	 







	 	 	AGENT AND LENDERS:
	

 	
 	
GENERAL ELECTRIC CAPITAL

CORPORATION,

as Agent and a Lender
	

 	
 	

By:	

/s/  J. PAUL MCDONNELL      
 Name: J. Paul McDonnell, VP

Title: Duly Authorized Signatory
	

 	
 	
BANK OF AMERICA, N.A.,

as a Lender
	

 	
 	

By:	

/s/  EDMUNDO KAHN      
 Name: Edmundo Kahn

Title: VP
	

 	
 	
FLEET CAPITAL CORPORATION,

as a Lender
	

 	
 	

By:	

/s/  KRISTINA LEE      
 Name: Kristina Lee

Title: Vice President
	

 	
 	
PNC BANK, NATIONAL ASSOCIATION,

as a Lender
	

 	
 	

By:	

/s/  DOUGLAS A. HOFFMAN      
 Name: Douglas Hoffman

Title: Vice President
	

 	
 	
LASALLE BUSINESS CREDIT, LLC,

as a Lender
	

 	
 	

By:	

/s/  DAVID WILSON      
 Name: David Wilson

Title: FVP
	

 	
 	
ORIX FINANCIAL SERVICES, INC.,

as a Lender
	

 	
 	

By:	

/s/  LISA NOWAKOWSKI      
 Name: Lisa Nowakowski

Title: Vice President











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Exhibit 10.1