Exhibit 10.1k


 


EXECUTION
COPY


 


AMENDMENT NO. 11 TO
CREDIT AGREEMENT


 


This AMENDMENT NO. 11
TO CREDIT AGREEMENT (this “Amendment”) dated as of March 20, 2006,
is entered into by and among H&E EQUIPMENT SERVICES, INC., a Delaware
corporation (“H&E Delaware”), the successor by merger to H&E
Equipment Services L.L.C., a Louisiana limited liability company, GREAT
NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”
and together with H&E Delaware, individually a “Borrower” and
jointly, severally and collectively, the “Borrowers”), GNE INVESTMENTS, INC.,
a Washington corporation, H&E FINANCE CORP., a Delaware corporation, EAGLE
HIGH REACH EQUIPMENT, INC., a California corporation, EAGLE HIGH REACH
EQUIPMENT, LLC, a Delaware limited liability company, 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, Amendment No. 5 dated as of January 13, 2005, Amendment No. 6
dated as of March 11, 2005, Amendment No. 7 dated as of March 31,
2005, Amendment No. 8 dated
as of October 13, 2005, Amendment No. 9 dated as of November 16,
2005 and the Joinder Agreement, Consent and Amendment No. 10 dated as of February 3,
2006, 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 have requested that Lenders and Agent amend the Original Credit
Agreement in certain respects and Lenders and Agent have agreed to do so upon
the terms and subject to the conditions hereinafter set forth;


 


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


 


SECTION 1.


 


AMENDMENTS
TO ORIGINAL CREDIT AGREEMENT


 


Effective as of the Effective Date, the
Original Credit Agreement is hereby amended as follows:


 


(a)                                  the Original Credit Agreement is hereby
amended by deleting in its entirety the following clause (iii) of Section 1.1(a):


 


Notwithstanding the foregoing, without the prior
written consent of Requisite Lenders, Great Northern shall not request any
Revolving Credit Advance or any issuance of a Letter of Credit, and unless
Requisite Lenders shall have given consent in respect of any such request, no
Lender shall be obligated to make any Revolving Credit Advance to Great
Northern or advance any Letter of Credit for the account or at the request of
Great Northern. Nothing contained in this Section 1.1(a)(iii) shall
affect or limit Great Northern’s liability in respect of any of its Obligations
or any Obligations of H&E Delaware.


 


1

















 


(b)                                 the Original Credit Agreement is hereby
amended by replacing the term “Mergers” where it appears in Section 1.3(b)(iii) with
the term “H&E Mergers.”


 


(c)                                  the Original Credit Agreement is hereby
amended by replacing Section 1.5(a) in its entirety with the
following:


 


(a)                               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.


 


As of the Amendment No. 11
Effective Date, the Applicable Margins, on a per annum basis, are as follows:


 


	
  Applicable Revolver Index Margin

  	
   

  	
  0.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Applicable Revolver LIBOR Margin

  	
   

  	
  1.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Applicable L/C Margin

  	
   

  	
  1.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Applicable Unused Line Fee Margin

  	
   

  	
  0.375

  	
  %

  



 


The
Applicable Margins (other than the Applicable Unused Line Fee Margin) shall be
adjusted (up or down) prospectively on a monthly basis as determined by H&E
Delaware and its Subsidiaries’ consolidated financial performance, commencing
with the first day of the first calendar month that occurs more than one (1) day
after delivery of monthly Financial Statements for H&E Delaware and its
Subsidiaries to Lenders for the Fiscal Month ending March 31, 2006.
Adjustments in Applicable Margins (other than the Applicable Unused Line Fee Margin)
will be determined by reference to the following grids:


 


	
  If
  Leverage Ratio is:

  	
   

  	
  Level of

  Applicable Margins:

  	
   

  
	
  < 1.50 to 1.00

  	
   

  	
  Level I

  	
   

  
	
  < 2.50 to 1.00 but >
  1.50 to 1.00

  	
   

  	
  Level II

  	
   

  
	
  < 3.50 to 1.00 but >
  2.50 to 1.00

  	
   

  	
  Level III

  	
   

  
	
  >
  3.50 to 1.00

  	
   

  	
  Level IV

  	
   

  



 


2

















 


	
   

  	
   

  	
  Applicable Margins

  	
   

  
	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  
	
  Applicable
  Revolver Index Margin

  	
   

  	
  0.25

  	
  %

  	
  0.50

  	
  %

  	
  0.75

  	
  %

  	
  1.00

  	
  %

  
	
  Applicable
  Revolver LIBOR Margin

  	
   

  	
  1.25

  	
  %

  	
  1.50

  	
  %

  	
  1.75

  	
  %

  	
  2.00

  	
  %

  
	
  Applicable
  L/C Margin

  	
   

  	
  1.25

  	
  %

  	
  1.50

  	
  %

  	
  1.75

  	
  %

  	
  2.00

  	
  %

  



 


All
adjustments in the Applicable Margins (other than the Applicable Unused Line
Fee Margin) after March 31, 2006 shall be implemented monthly on a
prospective basis, for each calendar month commencing at least one (1) day
after the date of delivery to Lenders of the monthly unaudited Financial
Statements evidencing the need for an adjustment. Concurrently with the
delivery of those Financial Statements, Borrower Representative shall deliver
to Agent and Lenders a certificate, signed by its chief financial officer,
setting forth in reasonable detail the basis for the continuance of, or any
change in, the Applicable Margins (other than the Applicable Unused Line Fee
Margin). Failure to timely deliver such Financial Statements shall, in addition
to any other remedy provided for in this Agreement, result in an increase in
the Applicable Margins (other than the Applicable Unused Line Fee Margin) to
the highest level set forth in the foregoing grid, until the first day of the
first calendar month following the delivery of those Financial Statements
demonstrating that such an increase is not required. If any Default or an Event
of Default has occurred and is continuing at the time any reduction in the
Applicable Margins (other than the Applicable Unused Line Fee Margin) is to be
implemented, that reduction shall be deferred until the first day of the first
calendar month following the date on which all Defaults or Events of Default
are waived or cured.


 


The
Applicable Unused Line Fee Margin shall be adjusted (up or down) prospectively
on a monthly basis commencing with the first adjustment of the other Applicable
Margins as provided above. Adjustments in the Applicable Unused Line Fee Margin
will be determined as follows: (i) if the Excess Availability Percentage
as of the first day of any calendar month is equal to or more than 75%, the
Applicable Unused Line Fee Margin shall be 0.375% per annum, and (ii) if
the Excess Availability Percentage as of the first day of any calendar month is
less than 75%, the Applicable Unused Line Fee Margin shall be 0.25% per annum.


 


(d)                                 the Original Credit Agreement is hereby
amended by replacing Section 1.9(e) in its entirety with the
following:


 


(e)                               In addition, and in addition to the costs
of Equipment Inventory Appraisals, P&E Appraisals and Inspections,
Borrowers agree to pay to Agent, which are due and payable as incurred, all out
of pocket costs (including reasonable fees and expenses) paid by Agent to
third party auditors, or a fee of $800 per audit day per in-house auditor, plus
out of pocket expenses; provided, that
Borrowers only agree to pay such costs and expenses in relation to (unless an
Event of Default or an Audit and Appraisal Liquidity Event has occurred and is
continuing) not more than one (1) audit in any year (such audit to be
conducted, while no Event of Default or Audit or Appraisal Liquidity Event is
continuing, during an Inspection).


 


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(e)                                  the Original Credit Agreement is hereby
amended by replacing Section 1.14 in its entirety with the following:


 


Each
Credit Party shall, during normal business hours, from time to time upon
reasonable advance notice as frequently as Agent reasonably determines to be
appropriate:  (a) provide Agent and
any of its officers, employees and agents access to its properties, facilities,
advisors and employees (including officers) of such Credit Party and to
the Collateral, (b) permit Agent, and any of its officers, employees and
agents, to inspect, audit and make extracts from such Credit Party’s books and
records, and (c) permit Agent, and its officers, employees and agents, to
inspect, review, evaluate and make test verifications and counts of the
Accounts, Inventory and other Collateral of such Credit Party
(clauses (a), (b) and (c) collectively, “Inspections”). Borrower agrees to pay to Agent, which are
due and payable as incurred, all out of pocket costs (including fees and
expenses) incurred by Agent in relation to any Inspections; provided, that in addition to paying for Equipment Inventory
Appraisals and P&E Appraisals, Borrowers only agree to pay such costs and
expenses in relation to (unless an Event of Default or an Audit and Appraisal
Liquidity Event has occurred and is continuing) not more than one (1) Inspection
in any year. If an Event of Default has occurred and is continuing or if action
is necessary to preserve or protect the Collateral as determined by Agent, each
Credit Party shall provide such access to Agent and to each Lender at all times
and without advance notice. Furthermore, so long as any Event of Default has
occurred and is continuing, each Borrower shall provide Agent and each Lender
with access to its suppliers and customers. Each Credit Party shall make
available to Agent and its counsel, as quickly as is possible under the
circumstances, originals or copies of all books and records that Agent may reasonably
request. Each Credit Party shall deliver any document or instrument necessary
for Agent, as it may from time to time reasonably request, to obtain
records from any service bureau or other Person that maintains records for such
Credit Party, and shall maintain duplicate records or supporting documentation
on media consistent with reasonable commercial standards, including computer
tapes and discs owned by such Credit Party. Agent will give Lenders at least
five (5) days’ prior written notice of regularly scheduled
Inspections. Representatives of other Lenders may accompany Agent’s
representatives on regularly scheduled audits at no charge to any Credit Party.


 


(f)                                    the Original Credit Agreement is hereby
amended by replacing the term “Capital Expenditures” where it appears in Section 6.2
and subsection (c) of Annex E with the term “P&E Capital
Expenditures”.


 


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


 


“Amendment No. 11” means the Amendment No. 11 to Credit Agreement dated
as of March 20, 2006, with respect to this Agreement.


 


“Amendment No. 11
Effective Date” means the ‘Effective Date’ as defined in Amendment No. 11.


 


“Audit and Appraisal  Liquidity Event”
means the determination by the Agent that Excess Availability on any day is
less than $75,000,000. The occurrence of an Audit and Appraisal Liquidity Event
shall be deemed continuing notwithstanding that Excess Availability may thereafter
exceed $75,000,000 unless and until Excess Availability exceeds $75,000,000 for
sixty (60) consecutive days, in which event an Audit and Appraisal Liquidity
Event shall no longer be deemed to be continuing; provided
that an Audit and Appraisal Liquidity Event may not be cured as
contemplated by this sentence more than two times in any four Fiscal Quarter
period.


 


4

















 


“Covenant  Liquidity Event”
means the determination by the Agent that Excess Availability on any day is
less than $25,000,000. The occurrence of a Covenant Liquidity Event shall be
deemed continuing notwithstanding that Excess Availability may thereafter
exceed $25,000,000 unless and until Excess Availability exceeds $25,000,000 for
sixty (60) consecutive days, in which event a Covenant Liquidity Event shall no
longer be deemed to be continuing; provided that a
Covenant Liquidity Event may not be cured as contemplated by this sentence
more than two times in any four Fiscal Quarter period.


 


“Excess Availability  Percentage”
means, at any time, the ratio (expressed as a percentage) of (a) average
daily Excess Availability during the most recently ended Fiscal Month to (b) 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); 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
until the delivery of a Borrowing Base Certificate in a timely manner as so
required, the Excess Availability Percentage shall be deemed to be greater than
75%.


 


“Fixed Charges” means, for
H&E Delaware and its Subsidiaries for any specified period determined on a
consolidated basis in accordance with GAAP, the sum of (a) interest
expense (whether cash or non-cash) deducted in the determination of
consolidated net income for such period, including interest expense with
respect to any Funded Debt and interest expense that has been capitalized, but
excluding amortization of any original discount attributable to any Funded Debt
or warrants and interest paid in kind, in each case to the extent otherwise
included as interest expense, and (b) scheduled payments of principal made
during such period with respect to all Indebtedness.


 


“Fixed Charge Coverage Ratio” means, for any specified
period, the ratio of (a) EBITDA of H&E Delaware and its Subsidiaries
for such period less any provision for income taxes (whether paid or
payable in cash) and P&E Capital Expenditures (other than the portion
thereof funded by third party financing) made by H&E Delaware and its
Subsidiaries during such period, in each case determined on a consolidated
basis in accordance with GAAP, to (b) Fixed Charges.


 


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


 


(i)                                      the definition of “Borrowing
Availability” is amended by replacing the definition in its entirety
with the following new definition:


 


“Borrowing Availability”
means as of any date of determination (a) as to all Borrowers, the lesser
of (i) the Maximum Amount and (ii) the Aggregate Borrowing Base, in
each case, less the sum of the aggregate Revolving Loan and Swing Line
Loan then outstanding, or (b) as to an individual Borrower, the lesser of (i) the
Maximum Amount less the sum of the Revolving Loan and Swing Line Loan
outstanding to all other Borrowers and (ii) that Borrower’s separate
Borrowing Base, less the sum of the Revolving Loan and Swing Line Loan
outstanding to that Borrower, provided, that
in the case of determining Borrowing Availability under this clause (b),
(x) with respect to any requested H&E/Great Northern Advance, “such
Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing
Base and (y) each outstanding H&E/Great Northern Advance shall be deemed to
be a Revolving Credit Advance


 


5

















 


outstanding to Great Northern.


 


(ii)                                  the definition of “Equipment
Inventory Appraisal” is amended by replacing  the definition in its entirety with the
following new definition:


 


“Equipment Inventory
Appraisal” means each periodic appraisal of Borrowers’ Equipment
Inventory and Parts and Tools Inventory conducted at the Borrowers’ cost and
expense by appraisers reasonably satisfactory to Agent and using a methodology
reasonably satisfactory to Agent, provided, that
unless an Event of Default or an Audit and Appraisal Liquidity Event is
continuing, the Borrowers’ shall be responsible for the cost and expense of not
more than two (2) such appraisals per year, it being agreed that so long
as such limit is in effect, each item of Equipment Inventory shall be appraised
pursuant to a visit to sites of any one or more Credit Parties on one occasion
during each year and the balance of such appraisals of such item in such year
shall be done as a “desk appraisal.” An appraisal of Equipment Inventory and of
Parts and Tools Inventory shall, for the purposes of the preceding sentence,
constitute one appraisal.


 


(iii)                                the definition of “Excess
Availability” is amended by replacing the definition in its entirety
with the following new definition:


 


“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
at such time.


 


(iv)                               the definition of “Merger
Documents” is amended by replacing the definition in its entirety
with the following new definition:


 


“Merger Documents”
means, collectively, (i) the Merger Agreement and (ii) each other
document, agreement and instrument executed or delivered in connection with the
H&E Mergers, in each case as to clause (ii), as amended, restated, modified
or supplemented in accordance with the terms hereof and thereof.


 


(v)                                  the definition of “Mergers”
that was added pursuant to Amendment No. 10 is deleted in its entirety and
replaced with the following new definition:


 


“H&E  Mergers” means the contemporaneous mergers of H&E and
H&E Holdings with and into H&E Delaware, with H&E Delaware as the
surviving entity, in accordance with the terms of the Merger Documents.


 


(vi)                               the definition of “P&E
Appraisal” is amended by replacing the definition in its entirety
with the following new definition:


 


“P&E Appraisal”
means each periodic appraisal of Borrowers’ P&E conducted at the Borrowers’
cost and expense by appraisers reasonably satisfactory to Agent and using a
methodology reasonably satisfactory to Agent, provided,
that unless an Event of Default or an Audit and Appraisal Liquidity Event has
occurred and is continuing, the Borrowers shall be responsible for the cost and
expense of not more than two (2) such appraisals per year, it being agreed
that so long as such limit is in effect, each item of


 


6

















 


Equipment Inventory shall be appraised pursuant
to a visit to sites of any one or more Credit Parties on one occasion during
each year and the balance of such appraisals of such item in such year shall be
done as a “desk appraisal.”


 


(i)                                     Annex C of the Original Credit Agreement is hereby
amended by adding the following new grammatical paragraph at the end thereof:


 


Notwithstanding the
foregoing, Great Northern shall have no obligation to establish and maintain
any Lock Boxes or to request in writing or otherwise take such reasonable steps
to ensure that all Account Debtors forward payment directly to such Lock Boxes,
until such time as Agent or the Requisite Lenders shall request.


 


(j)                                     Annex F of the Original Credit Agreement is amended by
deleting in its entirety the following paragraph appearing therein:


 


Notwithstanding the
foregoing, Great Northern shall have no obligation to deliver the Collateral
Reports identified in this Annex F (other than the Collateral Reports
identified in paragraph (e) of this Annex F) (i) until such time as
Agent shall request, or (ii) Requisite Lenders shall have given their
prior written consent to any Revolving Credit Advance or issuance of any Letter
of Credit pursuant to Section 1.1(a)(iii).


 


(k)                                  Annex G of the Original Credit Agreement is amended by
replacing such annex in its entirety with Annex G attached hereto.


 


SECTION 2.


 


CONDITIONS TO EFFECTIVENESS


 


This Amendment No. 11 shall become effective on the date and
time (the “Effective Date”) on which Agent shall have received the
following, each of which shall be in form and substance satisfactory to
Agent:


 


(a)                                  this Amendment No. 11, duly executed and
delivered by Borrowers, the other Credit Parties, Agent and the Lenders,


 


(b)                                 the fee letter, dated the date hereof, between the Agent and H&E
Delaware shall have been executed and delivered by H&E Delaware and the
Agent and all fees payable at the Effective Date shall have been paid in full
in cash, and


 


(c)                                  such other agreements,
documents, instruments, certificates and opinions as Agent may have
reasonably requested.


 


SECTION 3.


 


LIMITATION ON SCOPE


 


Except as expressly amended hereby or to the
extent noncompliance is consented to pursuant to the this Amendment, 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


 


7

















 


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)                                  Each of the Credit Parties hereby
represents and warrants as follows:


 


(i)                                     it has full power and authority to
execute and deliver this Amendment and to perform its obligations
hereunder,


 


(ii)                                  upon the execution and delivery hereof by
such Credit Party, this Amendment will be valid, binding and enforceable
against such Credit Party in accordance with its terms, subject to any
applicable bankruptcy, insolvency, moratorium or similar laws affecting
creditors’ rights generally and to general principles of equity,


 


(iii)                               the execution and delivery of this
Amendment and the performance by such Credit Party of its obligations hereunder
and under the Original Credit Agreement, as amended hereby, (A) does not
and will not contravene, conflict with, violate or constitute a default under (1) the
organizational documents of such Credit Party or (2) any law or
regulation, or any order or decree of any court or Governmental Authority or
any indenture, mortgage, deed of trust, lease, agreement or other instrument to
which such Credit Party is a party or by which such Credit Party or any of its
property is bound,, (B) do not result in the creation or imposition of any
Lien upon any of the property of such Credit Party other than Permitted
Encumbrances or those in favor of Agent, on behalf of itself and Lenders,
pursuant to the Loan Documents; and (C) do not require the consent or
approval of any Governmental Authority or any other Person,


 


(iv)                              no Default or Event of Default presently
exists, in each case, after giving effect to the effectiveness of this
Amendment, and


 


(v)                                 no Material
Adverse Effect has occurred since the date of the last financial statements
delivered by Borrowers to Agent, and as of the date hereof there shall have
occurred no material adverse change in the financial condition, operations,
assets, business or prospects of Borrowers since the date of the most recent
financial statements of Borrowers delivered to the Agent, and


 


(b)                                 Borrowers repeat and restate the
representations and warranties of Borrowers contained in the Original Credit
Agreement as of the date of this Amendment No. 11 and as of the Effective
Date, except to the extent such representations and warranties relate to a
specific date.


 


(c)                                  This Amendment No. 11 is being
delivered in the State of New York.


 


(d)                                 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.


 


8

















 


(e)                                  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. 11.


 


(f)                                    This Amendment No. 11 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.


 


(g)                                 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. 11 (as well as
by all subsequent amendments, restatements, modifications and supplements
thereto).


 


(h)                                 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. 11”: 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]


 


9

















 


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, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name: John Engquist

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
  GREAT NORTHERN EQUIPMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name: John Engquist

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OTHER CREDIT PARTIES:

  
	
   

  	
   

  
	
   

  	
  GNE INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name: John Engquist

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
  H&E FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name: John Engquist

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
  EAGLE HIGH REACH
  EQUIPMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name: John Engquist

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
  EAGLE
  HIGH REACH EQUIPMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name: John Engquist

  Title: President and CEO

  
					



 

















 


	
   

  	
  AGENT AND LENDERS:

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION,

  
	
   

  	
  as Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gina Provenzale

  	
   

  
	
   

  	
   

  	
  Name: Gina Provenzale

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edmundo Kahn

  	
   

  
	
   

  	
   

  	
  Name: Edmundo Kahn

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL
  ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas Hoffman

  	
   

  
	
   

  	
   

  	
  Name: Douglas Hoffman

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BUSINESS CREDIT,
  LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Mouvron

  	
   

  
	
   

  	
   

  	
  Name: Andrew Mouvron

  
	
   

  	
   

  	
  Title: AVP

  
					



 

















 


ANNEX G (Section 6.10)



to



CREDIT AGREEMENT



FINANCIAL COVENANTS


 


Neither
H&E Delaware nor any Subsidiary thereof shall breach or fail to comply with
any of the following financial covenants, each of which shall be calculated in
accordance with GAAP consistently applied:


 


(a)                                  Minimum Fixed Charge Coverage
Ratio. H&E Delaware and its Subsidiaries shall have on a consolidated
basis at the end of each Fiscal Month, a Fixed Charge Coverage Ratio for the
period of twelve consecutive Fiscal Months then ending of not less than 1.10 to
1.00; provided, however,
that the Fixed Charge Coverage Ratio shall be tested as of the end of such
Fiscal Month only if a Covenant Liquidity Event has occurred and is then
continuing.