EX-10.1






Exhibit 10.1




AMENDMENT NO. 1




This AMENDMENT NO. 1 (this “Amendment”) to the Second Amended and Restated Credit
Agreement, dated as of September 1, 2007 (the “Credit Agreement”), by and among H&E
EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware”), GREAT NORTHERN
EQUIPMENT, INC., a Montana corporation (“Great Northern”) and H&E EQUIPMENT SERVICES
(CALIFORNIA), LLC, a Delaware limited liability company (“H&E California” and together with
H&E Delaware and Great Northern, each a “Borrower” and collectively, the
“Borrowers”), the other credit parties named therein (the “Credit Parties”), the
lenders named therein (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (in its individual capacity “GE Capital”) and as agent for the Lenders (in such
capacity, the “Agent”), and BANK OF AMERICA, N.A., as syndication agent and documentation
agent, is entered into as of November 7, 2007 by and among the Borrowers, the Lenders signatory
hereto and Agent. Unless otherwise provided all capitalized terms used herein shall have the
meanings ascribed thereto in the Credit Agreement.



R E C I T A L S:




WHEREAS, the Borrowers have informed Agent that from time to time on or before December 31,
2008, H&E Delaware intends to repurchase up to $100,000,000 of its outstanding publicly registered
Stock (the “Stock Repurchase Transaction”);



WHEREAS, Section 6.14 of the Credit Agreement prohibits H&E Delaware from entering
into the Stock Repurchase Transaction;



WHEREAS, the Borrowers have requested that the Requisite Lenders amend the Credit Agreement in
certain respects as set forth below to permit H&E Delaware to enter into the Stock Repurchase
Transaction; and



WHEREAS, Requisite Lenders are willing to agree to such request, but only on the terms and
conditions set forth in this Amendment.



NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, and subject to the terms and conditions hereof the Borrowers, the Lenders whose
signatures appear below and Agent agree as follows:



Section 1.




AMENDMENTS




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



(a) Section 1.4 of the Credit Agreement is amended by adding the text “and for the
financing of Permitted Stock Repurchases” immediately following the text “general corporate needs”
appearing therein.



(b) Section 6.14 of the Credit Agreement is amended by (i) deleting the text
“provided, that in the case of clause (e) above no Default or Event of Default shall have occurred
and be continuing or would result after giving effect to any Restricted Payment pursuant to clause
(e) above” appearing in clause (g) thereof and inserting the text “provided, that in the case of
this clause (e) no Default or Event of Default shall have occurred and be continuing or would
result after giving effect to any Restricted Payment pursuant to this clause (e)” at the end of
clause (e) thereof, (ii) replacing the word “and” at the end of clause (g) thereof with a comma and
(iii) inserting the following text immediately following clause (h) thereof: “ and (i) Permitted
Stock Repurchases”.



(c) Annex A of the Credit Agreement is amended by adding the following new definitions
in their proper alphabetical places:




“‘Amendment No. 1’ means Amendment No. 1, dated November 7, 2007 among the
Borrowers, the Requisite Lenders and the Agent.”




‘“Amendment No. 1 Effective Date’ means the Effective Date, as such term is
defined in Amendment No. 1.”




“‘Permitted Stock Repurchase’ means a repurchase by H&E Delaware on or before
December 31, 2008 of its outstanding publicly registered Stock, subject to the satisfaction
of each of the following conditions: (i) at the time of such repurchase and after giving
effect thereto, Excess Availability shall exceed an amount equal to $100,000,000 less the
aggregate dollar amount of any such repurchases that have been made prior to such time;
provided, that no such repurchase shall be permitted if Excess Availability at the
time of such repurchase or after giving effect thereto will be less than $35,000,000, (ii)
at the time of such repurchase and after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing and (iii) the aggregate amount payable in
connection with such repurchase, together with the aggregate amount paid or payable in
connection with all previous and concurrent repurchases by H&E Delaware after the Amendment
No. 1 Effective Date of its Stock in reliance on Section 6.14(i), does not exceed
$100,000,000 in the aggregate.”



Section 2.




CONDITIONS TO EFFECTIVENESS




The amendments provided in Section 1(a) shall become effective at the date and time
(the “Effective Date”) that (a) the Agent shall have received one or more counterparts of
(i) this Amendment, executed and delivered by the Borrowers, the Requisite Lenders and Agent and
(ii) the Consent and Reaffirmation in the form of Exhibit A hereto, executed and delivered
by the Guarantors, and (b) there shall be no continuing Default or Event of Default (after giving
effect to the amendments contemplated by this Amendment), and the representations and warranties of
the Borrowers contained in this Amendment shall be true and correct in all material respects..



Section 3.




LIMITATION ON SCOPE




Except as expressly provided herein, 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 amendments or waivers of or 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 any
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 any Credit Party for any existing or future Defaults or
Events of Default.



Section 4.




MISCELLANEOUS




(a) Each Borrower hereby represents and warrants as follows:




	 	(i)	 	this Amendment has been duly authorized and executed by such
Borrower and is the legal, valid and binding obligation of such Borrower,
enforceable in accordance with its terms, except as (1) such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting the rights of creditors in general and (2) the
availability of equitable remedies may be limited by equitable principles of
general applicability; and






	 	(ii)	 	such Borrower repeats and restates the representations and warranties
of such Borrower contained in the Credit Agreement as of the Effective Date,
except to the extent such representations and warranties relate to a specific
date; provided that references to the “Credit Agreement” or “this
Agreement” in such representations and warranties shall be deemed to be
references to the Credit Agreement as amended pursuant to this Amendment.





(b) This Amendment is being delivered in the State of New York.



(c) Each Borrower ratifies and confirms that all Loan Documents remain in full force and
effect notwithstanding the execution and delivery of this Amendment and that nothing contained in
this Amendment shall constitute a defense to the enforcement of any Loan Document.



(d) This Amendment 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.



(e) This Amendment is a “Loan Document” and 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”: 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 is next page]




1




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




H&E EQUIPMENT SERVICES, INC.




By: /s/ Leslie S. Magee

Name: Leslie S. Magee

Title: CFO & Secretary





H&E EQUIPMENT SERVICES (CALIFORNIA), LLC




By: /s/ Leslie S. Magee

Name: Leslie S. Magee

Title: Secretary





GREAT NORTHERN EQUIPMENT, INC.




By: /s/ Leslie S. Magee

Name: Leslie S. Magee

Title: Secretary




2




GENERAL ELECTRIC CAPITAL CORPORATION,




as Agent and a Lender




By: /s/ Michael J. Cox

Name: Michael J. Cox

Title: SVP




3




BANK OF AMERICA, N.A.,




as a Lender




By: /s/ Edmundo Kahn

Name: Edmundo Kahn

Title: Vice President




4




PNC BANK, NATIONAL ASSOCIATION,




as a Lender




By:

Name:

Title:




5




WELLS FARGO FOOTHILL, LLC,






as a Lender




By: /s/ David P. Hill

Name: David P. Hill

Title: Vice President




6




REGIONS BANK,




as a Lender




By: /s/ Robert Wainright

Name: Robert Wainright

Title: V.P.




7




SOVEREIGN BANK,




as a Lender




By:

Name:

Title:




8




NORTH FORK BUSINESS CAPITAL CORPORATION,




as a Lender




By:

Name:

Title:




9



CONSENT AND REAFFIRMATION




Each of the undersigned (the “Guarantors”) hereby (i) acknowledges receipt of a copy
of the Amendment No. 1, dated as of November 7, 2007 (“Amendment No. 1”), to the Second
Amended and Restated Credit Agreement, dated as of September 1, 2007, among H&E Equipment Services,
Inc., Great Northern Equipment, Inc., H&E Equipment Services (California), LLC (collectively, the
“Borrowers”), the other Credit Parties named therein, the Lenders named therein, General
Electric Capital Corporation, as Agent, and Bank of America, N.A., as Syndication Agent and
Documentation Agent; (ii) consents to Borrowers’ execution and delivery thereof and approves and
consents to the transactions contemplated thereby; (iii) agrees to be bound thereby; and (iv)
affirms that nothing contained therein shall modify or diminish in any respect whatsoever its
obligations under its Guaranty and the other Loan Documents to which it is a party and reaffirms
that such Guaranty is and shall continue to remain in full force and effect. This acknowledgement
by the Guarantors is made and delivered to induce Agent and the Lenders to enter into the Amendment
No. 1, and the Guarantors acknowledge that Agent and the Lenders would not enter into the Amendment
No. 1 in the absence of the acknowledgements contained herein. Although Guarantors have been
informed of the matters set forth herein and have acknowledged and agreed to same, Guarantors
understand that Agent and the Lenders have no obligation to inform Guarantors of such matters in
the future or to seek Guarantors’ acknowledgment or agreement to future amendments or waivers, and
nothing herein shall create such a duty. Capitalized terms used herein without definition shall
have the meanings given to such terms in Amendment No. 1.



[Signature page follows.]

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IN WITNESS WHEREOF, the undersigned have executed this Consent and Reaffirmation on and as of
the date of Amendment No. 1.




GNE INVESTMENTS, INC.




By: /s/ Leslie S. Magee

Name: Leslie S. Magee

Title: Secretary





H&E FINANCE CORP.




By: /s/ Leslie S. Magee

Name: Leslie S. Magee

Title: Secretary





H&E CALIFORNIA HOLDING, INC.




By: /s/ Leslie S. Magee

Name: Leslie S. Magee

Title: Secretary





H&E EQUIPMENT SERVICES (MID-ATLANTIC), INC.




By: /s/ Leslie S. Magee

Name: Leslie S. Magee

Title: Secretary





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