##### 



Exhibit 10.1
 
 
 
 
  
 
 
   




---



##### 



TABLE OF CONTENTS
 Clause
    
    Page1 AMOUNT AND TERMS OF CREDIT
    
    
    21.1 Credit Facilities
    
    
    21.2 Letters of Credit
    
    
    61.2A Swap Related Reimbursement Obligations
    
    
    61.3 Prepayments
    
    
    81.4 Use of Proceeds
    
    
    111.5 Interest and Applicable Margins
    
    
    111.6 Eligible Accounts
    
    
    151.6A Eligible Rolling Stock
    
    
    181.6B Eligible Rentals
    
    
    191.7 Eligible Parts and Tools Inventory
    
    
    201.7A Eligible Equipment Inventory
    
    
    221.8 Cash Management Systems
    
    
    231.9 Fees
    
    
    241.10 Receipt of Payments
    
    
    241.11 Application and Allocation of Payments
    
    
    251.12 Loan Account and Accounting
    
    
    261.13 Indemnity
    
    
    261.14 Access
    
    
    271.15 Taxes
    
    
    281.16 Capital Adequacy; Increased Costs; Illegality
    
    
    291.17 Single Loan
    
    
    321.18 Increase of the Commitments
    
    
    322 CONDITIONS PRECEDENT
    
    
    342.1 Conditions to Amendment and Restatement and the Initial Loans
    
    
    34
 - i -




---



##### 



TABLE OF CONTENTS(continued)
 Clause
    
    Page2.2 Further Conditions to Each Loan
    
    
    362.3 Effect of Amendment and Restatement.
    
    
    373 REPRESENTATIONS AND WARRANTIES
    
    
    383.1 Corporate or Limited Liability Company Existence; Compliance with Law
    
    
    383.2 Executive Offices; Collateral Locations; FEIN
    
    
    393.3 Corporate or Limited Liability Company Power, Authorization, Enforceable Obligations
    
    
    393.4 Financial Statements and Projections
    
    
    403.5 Material Adverse Effect
    
    
    413.6 Ownership of Property; Liens
    
    
    413.7 Labor Matters
    
    
    423.8 Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness
    
    
    423.9 Government Regulation
    
    
    433.10 Margin Regulations
    
    
    433.11 Taxes
    
    
    433.12 ERISA
    
    
    443.13 No Litigation
    
    
    453.14 Brokers
    
    
    453.15 Intellectual Property
    
    
    453.16 Full Disclosure
    
    
    463.17 Environmental Matters
    
    
    463.18 Insurance
    
    
    473.19 Deposit and Disbursement Accounts
    
    
    473.20 Government Contracts
    
    
    473.21 Customer and Trade Relations
    
    
    47
 - ii -




---



##### 



TABLE OF CONTENTS(continued)
 Clause
    
    Page3.22 Agreements and Other Documents
    
    
    483.23 Solvency
    
    
    483.24 Titled Vehicles
    
    
    483.25 Burress Acquisition Documents
    
    
    484 FINANCIAL STATEMENTS AND INFORMATION
    
    
    494.1 Reports and Notices
    
    
    494.2 Communication with Accountants
    
    
    495 AFFIRMATIVE COVENANTS
    
    
    495.1 Maintenance of Existence and Conduct of Business
    
    
    495.2 Payment of Charges
    
    
    495.3 Books and Records
    
    
    505.4 Insurance; Damage to or Destruction of Collateral
    
    
    505.5 Compliance with Laws
    
    
    525.6 Supplemental Disclosure
    
    
    525.7 Intellectual Property
    
    
    525.8 Environmental Matters
    
    
    525.9 Landlords Agreements, Mortgagee Agreements, Bailee Letters, Real Estate Purchases and Vendor Inter-Creditor Agreements
    
    
    535.10 Government Accounts
    
    
    545.11 Further Assurances
    
    
    556 NEGATIVE COVENANTS
    
    
    566.1 Acquisitions, Subsidiaries, Etc.
    
    
    566.2 Investments; Loans and Advances
    
    
    596.3 Indebtedness
    
    
    606.4 Employee Loans and Affiliate Transactions
    
    
    61
 - iii -




---



##### 



TABLE OF CONTENTS(continued)
 Clause
    
    Page6.5 Capital Structure and Business
    
    
    626.6 Guaranteed Indebtedness
    
    
    626.7 Liens
    
    
    636.8 Disposition of Stock and Assets
    
    
    646.9 ERISA
    
    
    656.10 Financial Covenants
    
    
    656.11 Hazardous Materials
    
    
    656.12 Omitted.
    
    
    656.13 Cancellation of Indebtedness
    
    
    656.14 Restricted Payments
    
    
    656.15 Change of Name or Location; Change of Fiscal Year
    
    
    666.16 No Impairment of Intercompany Transfers
    
    
    666.17 No Speculative Transactions
    
    
    666.18 Changes Relating to Senior Debt; Subordinated Debt Designation of Credit Facility
    
    
    676.19 Changes in Depreciation Schedules
    
    
    676.20 Credit Parties Other than Borrowers
    
    
    686.21 Lock Box Remittances; Vendor Payments
    
    
    687 TERM
    
    
    687.1 Termination
    
    
    687.2 Survival of Obligations Upon Termination of Financing Arrangements
    
    
    687.3 Default Purchase Option
    
    
    698 EVENTS OF DEFAULT: RIGHTS AND REMEDIES
    
    
    708.1 Events of Default
    
    
    708.2 Remedies
    
    
    72
 - iv -




---



##### 



TABLE OF CONTENTS(continued)
 Clause
    
    Page8.3 Waivers by Credit Parties
    
    
    739 ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT
    
    
    739.1 Assignment and Participations
    
    
    739.2 Appointment of Agent
    
    
    769.3 Agents Reliance, Etc.
    
    
    779.4 GE Capital and Affiliates
    
    
    779.5 Lender Credit Decision
    
    
    779.6 Indemnification
    
    
    789.7 Successor Agent
    
    
    789.8 Co Agents
    
    
    799.9 Setoff and Sharing of Payments
    
    
    799.10 Advances; Payments; Non Funding Lenders; Information; Actions in Concert
    
    
    8010 SUCCESSORS AND ASSIGNS
    
    
    8310.1 Successors and Assigns
    
    
    8311 MISCELLANEOUS
    
    
    8311.1 Complete Agreement; Modification of Agreement
    
    
    8311.2 Amendments and Waivers
    
    
    8311.3 Fees and Expenses
    
    
    8611.4 No Waiver
    
    
    8711.5 Remedies
    
    
    8711.6 Severability
    
    
    8811.7 Conflict of Terms
    
    
    8811.8 Confidentiality
    
    
    8811.9 GOVERNING LAW
    
    
    8811.10 Notices
    
    
    89
 - v -




---



##### 



TABLE OF CONTENTS(continued)
 Clause
    
    Page11.11 Section Titles
    
    
    9011.12 Counterparts
    
    
    9011.13 WAIVER OF JURY TRIAL
    
    
    9011.14 Press Releases and Related Matters
    
    
    9011.15 Reinstatement
    
    
    9111.16 Advice of Counsel
    
    
    9111.17 No Strict Construction
    
    
    9211.18 Joinder of Burress
    
    
    92
 - vi -




---



##### 



TABLE OF CONTENTS(continued)
 Clause
    
    
    
    
    
    PageINDEX OF APPENDICESExhibit 1.1(a)(i)
    
    -
    
    Form of Notice of Revolving Credit AdvanceExhibit 1.1(a)(ii)
    
    -
    
    Form of Revolving NoteExhibit 1.1(b)(ii)
    
    -
    
    Form of Swing Line NoteExhibit 1.5(e)
    
    -
    
    Form of Notice of Conversion/ContinuationExhibit 1.6B(a)
    
    -
    
    Form of LeaseExhibit 4.1(b)
    
    -
    
    Form of Borrowing Base CertificateExhibit 6.7(d)(iii)(A)
    
    -
    
    Form of Intercreditor Agreement (Floor Plan Inventory)Exhibit 6.7(d)(iii)(B)
    
    -
    
    Form of Intercreditor Agreement (Off Balance Sheet Inventory)Exhibit 9.1(a)
    
    -
    
    Form of Assignment AgreementExhibit B-1(a)
    
    -
    
    Form of Notice of Issuance of Letter of CreditSchedule I
    
    -
    
    Original Letters of CreditSchedule 1.1
    
    -
    
    Responsible IndividualSchedule 1.4
    
    -
    
    Sources and Uses; Funds Flow MemorandumSchedule 3.1
    
    -
    
    Jurisdiction of OrganizationSchedule 3.2
    
    -
    
    Executive Offices; FEINSchedule 3.4(A)
    
    -
    
    Financial StatementsSchedule 3.4(B)
    
    -
    
    Pro FormaSchedule 3.4(C)
    
    -
    
    ProjectionsSchedule 3.4(D)
    
    -
    
    Fair Salable Balance SheetSchedule 3.4(E)
    
    -
    
    Financial StatementsSchedule 3.6
    
    -
    
    Real Estate and LeasesSchedule 3.7
    
    -
    
    Labor MattersSchedule 3.8
    
    -
    
    Ventures, Subsidiaries and Affiliates; Outstanding StockSchedule 3.11
    
    -
    
    Tax Matters
 - vii -




---



##### 



TABLE OF CONTENTS(continued)
 Clause
    
    
    
    
    
    PageSchedule 3.12
    
    -
    
    ERISA PlansSchedule 3.13
    
    -
    
    LitigationSchedule 3.15
    
    -
    
    Intellectual PropertySchedule 3.17
    
    -
    
    Hazardous MaterialsSchedule 3.18
    
    -
    
    InsuranceSchedule 3.19
    
    -
    
    Deposit and Disbursement AccountsSchedule 3.20
    
    -
    
    Government ContractsSchedule 3.22
    
    -
    
    Material AgreementsSchedule 3.24
    
    -
    
    Certain Titled VehiclesSchedule 5.1
    
    -
    
    Trade NamesSchedule 6.2
    
    -
    
    InvestmentsSchedule 6.3
    
    -
    
    IndebtednessSchedule 6.4(a)
    
    -
    
    Extraordinary TransactionsSchedule 6.4(b)
    
    -
    
    Transactions with AffiliatesSchedule 6.6
    
    -
    
    Guaranteed IndebtednessSchedule 6.7
    
    -
    
    Existing LiensAnnex A (Recitals)
    
    -
    
    DefinitionsAnnex B (Section 1.2)
    
    -
    
    Letters of CreditAnnex C (Section 1.8)
    
    -
    
    Cash Management SystemsAnnex D (Section 2.2(a))
    
    -
    
    Closing ChecklistAnnex E (Section 4.1(a))
    
    -
    
    Financial Statements and Projections  ReportingAnnex F (Section 4.1(b))
    
    -
    
    Collateral ReportsAnnex G (Section 6.10)
    
    -
    
    Financial CovenantsAnnex H (Section 9.10(a))
    
    -
    
    Lenders Wire Transfer InformationAnnex I (Section 11.10)
    
    -
    
    Notice AddressesAnnex J (Commitments)
    
    -
    
    Commitments
 - viii -




---



##### 



SECOND AMENDED AND RESTATED CREDIT AGREEMENT Agreement H&E Delaware Great Northern H&E California Borrower Borrowers GE Capital
 WHEREAS:
 Original Lenders Original Credit Agreement
    Appendices
 NOW, THEREFORE,




---



##### 



1
    
    AMOUNT AND TERMS OF CREDIT
 1.1
    
    Credit Facilities
 (a)
    
    Revolving Credit Facility
 (i)
    
    On the Closing Date, the Original Revolving Credit Advances (if
any) shall be continued as Revolving Credit Advances hereunder.(ii)
    
    Subject to the terms and conditions hereof, each Revolving
Lender agrees to make available to Borrowers from time to time until the
Commitment Termination Date its Pro Rata Share of advances (each, a Revolving
Credit Advance). The Pro Rata Share of the Revolving Loan of any Revolving
Lender shall not at any time exceed its separate Revolving Loan Commitment.
The obligations of each Revolving Lender hereunder shall be several and not
joint. Until the Commitment Termination Date, each Borrower may borrow, repay
and reborrow under this Section 1.1(a); provided, that the amount of any
Revolving Credit Advance to be made to such Borrower at any time shall not
exceed Borrowing Availability of such Borrower at such time or cause the
Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of
the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not
exceed at any time that Borrowers separate Borrowing Base. Each Revolving
Credit Advance shall be made on notice by Borrower Representative on behalf of
the applicable Borrower to the representative of Agent identified in Schedule
1.1 at the address specified therein. Any such notice must be given no later
than (1) noon (New York time) on the Business Day of the proposed Revolving
Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time)
on the date which is three (3) Business Days prior to the proposed Revolving
Credit Advance, in the case of a LIBOR Loan. Each such notice (a Notice of
Revolving Credit Advance) must be given in writing (by telecopy or overnight
courier) substantially in the form of Exhibit 1.1(a)(i), and shall include the
information required in such Exhibit and such other administrative information
as may be reasonably required by Agent. If any Borrower desires to have the
Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower
Representative must comply with Section 1.5(e).(iii)
    
    Upon the request of any Revolving Lender, each Borrower shall
execute and deliver to such Revolving Lender a note to evidence the Revolving
Loan Commitment of that Revolving Lender. Each such note shall be in the
maximum principal amount of the Revolving Loan Commitment of the applicable
Revolving Lender, dated the Closing Date and substantially in the form of
Exhibit 1.1(a)(ii) (each as amended or replaced from time to time, a Revolving
Note and, collectively, the Revolving Notes). Each Revolving Note shall
represent the obligation of the applicable Borrower to pay the amount of the
 2




---



##### 



applicable Revolving Lenders Revolving Loan Commitment or, if less, such
Revolving Lenders Pro Rata Share of the aggregate unpaid principal amount
of all Revolving Credit Advances to such Borrower together with interest
thereon as prescribed in Section 1.5. The entire unpaid balance of the
aggregate Revolving Loan and all other noncontingent Obligations shall be
immediately due and payable in full in immediately available funds on the
Commitment Termination Date. Without limitation of the foregoing, in the
event that any Original Lender holds an Original Revolving Note and its
Revolving Loan Commitment from and after the Closing Date exceeds its
Revolving Loan Commitment prior to the Closing Date, upon request by such
Original Lender, the applicable Borrower shall execute and deliver a
Revolving Note to evidence the increased Revolving Loan Commitment and the
Original Lender shall, upon receipt of such Revolving Note, return to such
Borrower the Original Revolving Note it so holds. Any Original Revolving
Note issued (and as such term was defined) prior to the Closing Date shall
in any event constitute a Revolving Note issued under this Agreement and
shall be entitled to all benefits hereof.
 (b)
    
    Swing Line Facility
 (i)
    
    On the Closing Date, all Original Swing Line Advances (if any)
shall be continued as Swing Line Advances hereunder. Agent shall notify the
Swing Line Lender upon Agents receipt of any Notice of Revolving Credit
Advance. Subject to the terms and conditions hereof, the Swing Line Lender
may, in its discretion, make available from time to time until the Commitment
Termination Date advances (each, a Swing Line Advance) in accordance with any
such notice. The provisions of this Section 1.1(b) shall not relieve Revolving
Lenders of their obligations to make Revolving Credit Advances under Section
1.1(a); provided, that if the Swing Line Lender makes a Swing Line Advance
pursuant to any such notice, such Swing Line Advance shall be in lieu of any
Revolving Credit Advance that otherwise may be made by Revolving Credit Lenders
pursuant to such notice. The aggregate amount of Swing Line Advances
outstanding shall not exceed at any time the lesser of (A) the Swing Line
Commitment and (B) the lesser of (x) the Maximum Amount and (y) the Borrowing
Base in each case, less the outstanding balance of the Revolving Loan at such
time (Swing Line Availability). Moreover, the Swing Line Loan outstanding to
any Borrower shall not exceed at any time such Borrowers separate Borrowing
Base less the Revolving Loan outstanding to such Borrower. Until the
Commitment Termination Date, each Borrower may from time to time borrow, repay
and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made
on the day requested pursuant to a Notice of Revolving Credit Advance delivered
to Agent by Borrower Representative on behalf of the applicable Borrower
requesting a Swing Line Advance in accordance with Section 1.1(a). Any such
notice must be given no later than noon (New York
 3




---



##### 



time) on the Business Day of the proposed Swing Line Advance. Unless the
Swing Line Lender has received at least one Business Days prior written
notice from Requisite Lenders instructing it not to make a Swing Line
Advance, the Swing Line Lender shall, notwithstanding the failure of any
condition precedent set forth in Section 2.2, except in the case of a
Prohibited Swing Line Advance, be entitled to fund that Swing Line Advance,
and to have each Revolving Lender make Revolving Credit Advances in
accordance with Section 1.1(b)(iii) or purchase participating interests in
accordance with Section 1.1(b)(iv). Notwithstanding any other provision of
this Agreement or the other Loan Documents, the Swing Line Loan shall
constitute an Index Rate Loan. Each Borrower shall repay the aggregate
outstanding principal amount of the Swing Line Advances made to such
Borrower upon demand therefor by Agent.(ii)
    
    Upon the request of the Swing Line Lender, each Borrower shall
execute and deliver to the Swing Line Lender a promissory note to evidence the
Swing Line Commitment. If a promissory note is requested, each such note shall
be in the principal amount of the Swing Line Commitment of the Swing Line
Lender, dated the Closing Date and substantially in the form of Exhibit
1.1(b)(ii) (each as amended or replaced from time to time, a Swing Line Note
and, collectively, the Swing Line Notes). Each Swing Line Note shall
represent the obligation of such Borrower to pay the amount of the Swing Line
Commitment or, if less, the aggregate unpaid principal amount of all Swing Line
Advances made to such Borrower together with interest thereon as prescribed in
Section 1.5. The entire unpaid balance of the Swing Line Loan and all other
non contingent Obligations shall be immediately due and payable in full in
immediately available funds on the Commitment Termination Date if not sooner
paid in full. Any Swing Line Note issued (and as such term was defined) prior
to the Closing Date shall in any event constitute a Swing Line Note issued
under this Agreement.(iii)
    
    The Swing Line Lender shall at any time and from time to time
in its sole and absolute discretion, but not less frequently than on each
Settlement Date on behalf of any Borrower (and each Borrower hereby irrevocably
authorizes the Swing Line Lender to so act on its behalf), request each
Revolving Lender (including the Swing Line Lender) to make a Revolving Credit
Advance to such Borrower (which shall be an Index Rate Loan) in an amount equal
to such Revolving Lenders Pro Rata Share of the principal amount of such
Borrowers Swing Line Loan (the Refunded Swing Line Loan) outstanding on the
date such notice is given. Unless any of the events described in Sections
8.1(h) or (i) has occurred (in which event the procedures of Section 1.1(b)(iv)
shall apply) and regardless of whether the conditions precedent set forth in
this Agreement to the making of a Revolving Credit Advance are then satisfied,
each Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a
Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m.
(New York
 4




---



##### 



time), in immediately available funds on the Business Day next succeeding
the date such notice is given. The proceeds of such Revolving Credit
Advances made to a Borrower shall be immediately paid to the Swing Line
Lender and applied to repay the Refunded Swing Line Loan of such Borrower.(iv)
    
    If, prior to refunding a Swing Line Loan with a Revolving
Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in
Sections 8.1(h) or (i) has occurred, then, subject to the provisions of Section
1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Credit
Advance was to have been made for the benefit of the applicable Borrower,
purchase from the Swing Line Lender an undivided participation interest in the
Swing Line Loan to such Borrower in an amount equal to its Pro Rata Share of
such Swing Line Loan. Upon request, each Revolving Lender shall promptly
transfer to the Swing Line Lender, in immediately available funds, the amount
of its participation interest.(v)
    
    Each Revolving Lenders obligation to make Revolving Credit
Advances in accordance with Section 1.1(b)(iii) and to purchase participation
interests in accordance with Section 1.1(b)(iv) shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right that such Revolving
Lender may have against the Swing Line Lender, any Borrower or any other Person
for any reason whatsoever; (B) the occurrence or continuance of any Default or
Event of Default; (C) any inability of any Borrower to satisfy the conditions
precedent to borrowing set forth in this Agreement at any time; or (D) any
other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing. If any Revolving Lender does not make available to Agent
or the Swing Line Lender, as applicable, the amount required pursuant to
Section 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender
shall be entitled to recover such amount on demand from such Revolving Lender,
together with interest thereon for each day from the date of non-payment until
such amount is paid in full at the Federal Funds Rate for the first two
Business Days and at the Index Rate thereafter.
 (c)
    
    Reliance on Notices; Appointment of Borrower RepresentativeAgent shall be entitled to rely upon, and shall be fully protected in relying upon,
any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or similar
notice believed by Agent to be genuine. Agent may assume that each Person executing
and delivering any such notice in accordance herewith was duly authorized, unless
the responsible individual acting thereon for Agent has actual knowledge to the
contrary. Each Borrower, and to the extent applicable, each other Credit Party,
hereby designates H&E Delaware as its representative and agent on its behalf for the
purposes of issuing Notices of Revolving Credit Advances and Notices of
Conversion/Continuation, giving instructions with respect to the disbursement of the
proceeds of the Loans, selecting
 5




---



##### 



interest rate options, requesting Letters of Credit, giving and receiving all other
notices and consents hereunder or under any of the other Loan Documents and taking
all other actions (including in respect of compliance with covenants) on behalf of
any Credit Party or Credit Parties under the Loan Documents. Borrower
Representative hereby accepts such appointment. Agent and each Lender may regard
any notice or other communication pursuant to any Loan Document from Borrower
Representative as a notice or communication from all Credit Parties, and may give
any notice or communication required or permitted to be given to any Credit Party
or Credit Parties hereunder to Borrower Representative on behalf of such Credit
Party or Credit Parties. Each Credit Party agrees that each notice, election,
representation and warranty, covenant, agreement and undertaking made on its behalf
by Borrower Representative shall be deemed for all purposes to have been made by
such Credit Party and shall be binding upon and enforceable against such Credit
Party to the same extent as if the same had been made directly by such Credit Party.
 1.2
    
    Letters of CreditSubject to and in accordance with the terms and conditions contained herein and in Annex B,
Borrower Representative, on behalf of any Borrower, shall have the right to request, and
Revolving Lenders agree to incur, or purchase participations in, Letter of Credit
Obligations in respect of such Borrower. The parties hereto agree that all Original Letters
of Credit and Original Letter of Credit Obligations shall be deemed, respectively, Letters
of Credit and Letter of Credit Obligations issued or existing under and subject to and
governed by and entitled to the benefits of the terms of this Agreement.
  (a)
    
    Each Borrower agrees to reimburse GE Capital in immediately available funds
in the amount of any payment made by GE Capital under a Swap Related L/C (such
reimbursement obligation, whether contingent upon payment by GE Capital under the Swap
Related L/C or otherwise, being herein called a Swap Related Reimbursement
Obligation). No Swap Related Reimbursement Obligation for any Swap Related L/C
may exceed the amount of the payment obligations owed by any Borrower under the
interest rate protection or hedging agreement or transaction supported by the Swap
Related L/C. Any Swap Related L/C issued in connection with (and as such term is
defined in) the Original Credit Agreement shall constitute a Swap Related L/C issued
in connection with and subject to and governed by and entitled to the benefits of the
terms of this Agreement.(b)
    
    A Swap Related Reimbursement Obligation shall be due and payable by any
applicable Borrower within one (1) Business Day after the date on which the related
payment is made by GE Capital under the Swap Related L/C.
 6




---



##### 



(c)
    
    Any Swap Related Reimbursement Obligation shall, during the period in which
it is unpaid, bear interest at the rate per annum equal to the LIBOR Rate plus one
percent (1%), as if the unpaid amount of the Swap Related Reimbursement Obligation
were a LIBOR Loan, and not at any otherwise applicable Default Rate. Such interest
shall be payable upon demand. The following additional provisions apply to the
calculation and charging of interest on Swap Related Reimbursement Obligations by
reference to the LIBOR Rate:
  Section 1.13(b)
  (d)
    
    Except as provided in the foregoing provisions of this Section 1.2A
and in Section 11.3 no Borrower shall be obligated to pay to GE Capital or any
of its Affiliates any Letter of Credit Fee, or any other fees, charges or expenses, in
respect of a Swap Related L/C or arranging for any interest rate protection or hedging
agreement or transaction supported by the Swap Related L/C. GE Capital and its
Affiliates shall look to the beneficiary of a Swap Related L/C for payment of any such
letter of credit fees or other fees, charges or expenses and such beneficiary may
factor such fees, charges, or expenses into the pricing of any interest rate
protection or hedging arrangement or transaction supported by the Swap Related L/C.(e)
    
    If any Swap Related L/C is revocable prior to its scheduled expiry date, GE
Capital agrees not to revoke the Swap Related L/C unless the Commitment Termination
Date or an Event of Default has occurred and is continuing.(f)
    
    GE Capital or any of its Affiliates shall be permitted to (i) provide
confidential or other information furnished to it by any of the Credit Parties
(including, without limitation, copies of any documents and information in or referred
to in the Closing Checklist, Financial Statements and Compliance Certificates) to a
beneficiary or potential beneficiary of a Swap Related L/C and (ii) receive
confidential or other information
 7




---



##### 



from the beneficiary or potential beneficiary relating to any agreement or
transaction supported or to be supported by the Swap Related L/C. However, no
confidential information shall be provided to any Person under this paragraph
unless the Person has agreed to comply with the covenant substantially as contained
in Section 11.8 of this Agreement.
  (a)
    
    Voluntary Prepayments; Reductions in Revolving Loan CommitmentsAny Borrower may at any time voluntarily prepay all or part of the Revolving Credit
Advances made to such Borrower at any time or from time to time without premium or
penalty, subject to Section 1.13(b)(i). Borrowers may at any time on at least ten
(10) days prior written notice by Borrower Representative to Agent permanently
reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any
such reductions shall be in a minimum amount of $5,000,000 and integral multiples of
$250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be
reduced to an amount less than the amount of the Revolving Loan plus the Swingline
Loan then outstanding, and (C) after giving effect to such reductions, Borrowers
shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at
least 10 days prior written notice by Borrower Representative to Agent terminate
the Revolving Loan Commitment; provided, that upon such termination, all Loans and
other Obligations shall be immediately due and payable in full and all Letter of
Credit Obligations shall be cash collateralized or otherwise satisfied in accordance
with Annex B. Any such payment resulting from termination of the Revolving Loan
Commitment must be accompanied by payment of all accrued and unpaid interest on the
Loans and other Obligations and any LIBOR funding breakage costs in accordance with
Section 1.13(b). Upon any such reduction or termination of the Revolving Loan
Commitment, each Borrowers right to request Revolving Credit Advances, or request
that Letter of Credit Obligations be incurred on its behalf, or request Swing Line
Advances, shall simultaneously be permanently reduced or terminated, as the case may
be; provided, that a permanent reduction of the Revolving Loan Commitment shall not
require a corresponding pro ratareduction in the L/C Sublimit. Each notice of
partial prepayment shall designate the Borrower whose Revolving Credit Advances are
to be repaid and identify the particular Revolving Credit Advances to be repaid.(b)
    
    Mandatory Prepayments
 (i)
    
    If at any time the aggregate outstanding balances of the
Revolving Loan exceeds the lesser of (A) the Maximum Amount less the aggregate
outstanding Swing Line Loan at such time and (B) the Aggregate Borrowing Base
less the aggregate outstanding Swing Line Loan at such time, Borrowers shall
immediately repay the aggregate outstanding Revolving Credit Advances to the
extent required to eliminate such excess. If any such excess remains after
repayment in full of the
 8




---



##### 



aggregate outstanding Revolving Credit Advances, Borrowers shall provide
cash collateral for the Letter of Credit Obligations in the manner set forth
in Annex B to the extent required to eliminate such excess. Furthermore,
if, at any time, the outstanding balance of the Revolving Loan to any
Borrower exceeds such Borrowers separate Borrowing Base less the
outstanding balance of the Swing Line Loan to such Borrower, the applicable
Borrower shall immediately repay its Revolving Credit Advances in the amount
of such excess (and, to the extent necessary, provide cash collateral for
its Letter of Credit Obligations as described above).(ii)
    
    Immediately upon receipt by any Credit Party of proceeds of any
asset disposition (excluding proceeds of dispositions of Equipment Inventory
and P&E permitted by Section 6.8 having an aggregate Net Book Value in any one
Fiscal Year, not exceeding $500,000) or any sale of Stock of any Subsidiary of
such Credit Party, Borrowers shall prepay the Loans in an amount equal to all
such proceeds, net of (A) commissions and other reasonable and customary
transaction costs, fees and expenses properly attributable to such transaction
and payable by any Credit Party in connection therewith (in each case, paid to
non Affiliates), (B) amounts payable to holders of senior Liens (to the extent
such Liens constitute Permitted Encumbrances hereunder), if any, on the assets
so disposed, and (C) transfer taxes plus an appropriate reserve for income
taxes in accordance with GAAP in connection therewith (Net Proceeds). Any
such prepayment shall, subject to Section 1.3(b)(iv), be applied in accordance
with Section 1.3(c). Notwithstanding the foregoing and provided no Default or
Event of Default has occurred and is continuing, such prepayment shall not be
required to the extent such Credit Party reinvests the Net Proceeds of such
disposition in productive assets (other than Equipment Inventory and Parts and
Tools Inventory) of a kind then used or usable in the business of such Credit
Party, within one hundred eighty (180) days after the date of such disposition
or enters into a binding commitment thereof within said one hundred eighty
(180) day period and subsequently makes such reinvestment. Pending such
reinvestment, the Net Proceeds shall be delivered to the Agent and retained in
a cash collateral account established for that purpose and shall be available
for reinvestment so long as no Default or Event of Default is continuing.(iii)
    
    If any Credit Party issues Stock or any Indebtedness (other
than Indebtedness permitted by Section 6.3) in excess of $1,000,000 in the
aggregate of such Stock and such Indebtedness, no later than the Business Day
following the date of receipt of the cash proceeds thereof, the issuing Credit
Party shall prepay the Loans in an amount equal to all such proceeds, net of
underwriting discounts and commissions and other reasonable costs paid to non
Affiliates in connection therewith; provided, that no such prepayment shall be
required, so long as no Event of Default has occurred and is continuing, from
the proceeds of any
 9




---



##### 



issuance of Stock by a Credit Party (i) to any director, officer or other
employee of such Credit Party pursuant to the stock incentive plan adopted
by H&E Delaware prior to, and as in effect on, the Closing Date, (ii) in
connection with the Related Transactions, (iii) as consideration for any
Person (other than any Affiliate of a Credit Party) providing permitted
Indebtedness under Section 6.3, (iv) to any other Credit Party or (v) as
consideration to any Person (other than an Affiliate) selling assets in any
Permitted Acquisition. Any such prepayment shall, subject to Section
1.3(b)(iv), be applied in accordance with Section 1.3(c).(iv)
    
    In the event that Section 1.3(b)(i), (ii) or (iii) shall
require any prepayment to be made on a day other than an Interest Payment Date,
then upon receipt of such prepayment and to the extent requested by any
Borrower, Agent shall hold such amount as cash collateral (provided that the
Borrower delivering the same shall have executed and delivered such documents
as Agent shall have requested in connection with such cash collateral) and, so
long as no Default or Event of Default shall have occurred and be continuing,
shall not apply such cash collateral to the prepayment under the applicable
paragraph of this Section 1.3 until the next succeeding Interest Payment Date.
Such cash collateral shall be invested in Cash Equivalents as directed by such
Borrower in accordance with such documents. Interest earned on such cash
collateral shall accrue for the account of the Borrower providing the same,
shall constitute additional cash collateral and (assuming no Default or Event
of Default shall be continuing) shall be, to the extent remaining, applied to
such prepayment on such next succeeding Interest Payment Date.
 (c)
    
    Application of Certain Mandatory PrepaymentsAny prepayments made by any Borrower or Credit Party pursuant to Section 1.3(b)(ii)
or (iii) shall be applied as follows: first, to Fees and reimbursable expenses of
Agent then due and payable pursuant to any of the Loan Documents; second, to Fees
and any other fees and reimbursable expenses of Lenders then due and payable
pursuant to any of the Loan Documents; third, to interest then due and payable on
the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until
the same has been repaid in full; fifth, to interest then due and payable on the
Revolving Credit Advances; sixth, to the outstanding principal balance of the
Revolving Credit Advances until the same has been paid in full; seventh, to any
Letter of Credit Obligations, to provide cash collateral therefor in the manner set
forth in Annex B and lastto any other Obligations. So long as no Event of Default
is outstanding, the Borrowers may direct that any such prepayments be applied to
Index Rate Loans to the extent outstanding, rather than LIBOR Loans. Neither the
Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced
by the amount of any such prepayments; provided, that any prepayment made by any
Borrower pursuant to Section 1.3(b)(iii) in connection with the
 10




---



##### 



issuance of Indebtedness shall also permanently reduce the Revolving Loan Commitment
by the amount of such prepayment.(d)
    
    Application of Prepayments from Insurance and Condemnation ProceedsPrepayments from insurance or condemnation proceeds in accordance with Section 5.4
shall be applied first to the Swing Line Loans and second to the Revolving Credit
Advances of the applicable Borrower. Neither the Revolving Loan Commitment nor the
Swing Line Loan Commitment shall be permanently reduced by the amount of any such
prepayments. So long as no Event of Default is outstanding, Borrower Representative
may direct that any such prepayments be applied to Index Rate Loans to the extent
outstanding, rather than LIBOR Loans. Notwithstanding the foregoing and provided no
Default or Event of Default has occurred and is continuing, such prepayment shall
not be required to the extent such Credit Party reinvests such insurance or
condemnation proceeds in productive assets (other than Equipment Inventory) of a
kind then used or usable in the business of such Credit Party, within one hundred
eighty (180) days after the date of such disposition or enters into a binding
commitment thereof within said one hundred eighty (180) day period and subsequently
makes such reinvestment. Pending such reinvestment, such proceeds shall be
delivered to the Agent and retained in a cash collateral account established for
that purpose and shall be available for reinvestment so long as no Default or Event
of Default is continuing.(e)
    
    No Implied ConsentNothing in this Section 1.3 shall be construed to constitute Agents or any Lenders
consent to any transaction referred to in Sections 1.3(b)(ii) and 1.3(b)(iii) which
is not permitted by other provisions of this Agreement or the other Loan Documents.
 1.4
    
    Use of ProceedsBorrowers shall utilize the proceeds of the Revolving Loan and the Swing Line Loan solely
for the financing of the Burress Acquisition on the Closing Date, including, on the Closing
Date, for the payment of interest, fees and expenses in connection therewith and in any case
for the financing of Borrowers ordinary working capital and general corporate needs.
Disclosure Schedule (1.4) contains a description of Borrowers sources and uses of funds as
of the Closing Date, including Revolving Credit Advances and Letter of Credit Obligations to
be made or incurred on that date, and a funds flow memorandum detailing how funds from each
source are to be transferred to particular uses.1.5
    
    Interest and Applicable Margins
 (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
 11




---



##### 



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; and (ii) with respect to the Swing Line Loan, the Index Rate plus the
Applicable Revolver Index Margin per annum.The Applicable Margins on a per annum basis shall, until (and excluding) the Closing
Date, be the respective rates provided in the Original Credit Agreement.The Applicable Margins, on a per annum basis for the period beginning on the Closing
Date and ending on the date Financial Statements in respect of the Fiscal Quarter
ending June 30, 2007 are required to be delivered hereunder, or are actually
delivered hereunder, whichever is earlier, are as follows:
 Applicable Revolver Index Margin
    
    
    0.25
    %Applicable Revolver LIBOR Margin
    
    
    1.25
    %Applicable L/C Margin
    
    
    1.25
    %Applicable Unused Line Fee Margin
    
    
    0.25
    %
 Thereafter, the Applicable Margins (other than the Applicable Unused Line Fee
Margin) shall be adjusted (up or down) on a quarterly basis as determined by H&E
Delaware and its Subsidiaries consolidated financial performance, based on the
Leverage Ratio as of the last day of the most recent Fiscal Quarter then ended.
Adjustments in Applicable Margins (other than the Applicable Unused Line Fee Margin)
will be determined by reference to the following grids:
 Level ofApplicableIf Leverage Ratio is:
    
    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
 12




---



##### 



Applicable MarginsLevel I
    
    Level II
    
    Level III
    
    Level IVApplicable 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 the date Financial Statements in respect of the Fiscal Quarter ending
June 30, 2007 are required to be delivered hereunder, or are actually delivered
hereunder, whichever is earlier, shall be implemented quarterly on a prospective
basis, for each Fiscal Quarter commencing at least one (1) day after the date of
delivery to Lenders of the quarterly unaudited Financial Statements truthfully and
accurately evidencing the need for an adjustment (the Administrative Agent reserving
the right to challenge any such Financial Statements or certificate provided below
and make any prospective or retroactive claim for any interest that would have
accrued but for any inaccuracy of any such evidence or certificate, and Borrowers
shall be liable for any such claim). 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 Fiscal Quarter 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 Fiscal Quarter following the date on which all Defaults or Events of
Default are waived or cured.(b)
    
    If any payment on any Loan becomes due and payable on a day other than a
Business Day, the maturity thereof will be extended to the next succeeding Business
Day (except as set forth in the definition of LIBOR Period) and, with respect to
payments of
 13




---



##### 



principal, interest thereon shall be payable at the then applicable rate during
such extension.(c)
    
    All computations of Fees calculated on a per annum basis and interest shall
be made by Agent on the basis of a three hundred sixty (360) day year, in each case
for the actual number of days occurring in the period for which such interest and Fees
are payable. The Index Rate is a floating rate determined for each day. Each
determination by Agent of an interest rate and Fees hereunder shall be final, binding
and conclusive on Borrowers, absent manifest error.(d)
    
    So long as an Event of Default has occurred and is continuing, and at the
election of Agent (or upon the written request of Requisite Lenders) confirmed by
written notice from Agent to Borrower Representative, the interest rates applicable to
the Loans and the Letter of Credit Fees shall be increased by two percentage points
(2%) per annum above the rates of interest or the rate of such Fees otherwise
applicable hereunder (Default Rate), and all outstanding Obligations shall bear
interest at the Default Rate applicable to such Obligations. Interest and Letter of
Credit Fees at the Default Rate shall accrue from the initial date of such Event of
Default until that Event of Default is cured or waived and shall be payable upon
demand.(e)
    
    So long as no Event of Default has occurred and is continuing, Borrower
Representative shall have the option to (i) request that any Revolving Credit Advance
be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans
(other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert
any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in
accordance with Section 1.13(b) if such conversion is made prior to the expiration of
the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan
(other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable
LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on
the first day after the last day of the LIBOR Period of the Loan to be continued. Any
Loan or group of Loans having the same proposed LIBOR Period to be made or continued
as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and
integral multiples of $100,000 in excess of such amount. Any such election must be
made by noon (New York time) on the third (3rd) Business Day prior to (1) the date of
any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each
LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date
on which the applicable Borrower wishes to convert any Index Rate Loan to a LIBOR Loan
for a LIBOR Period designated by Borrower Representative in such election. If no
election is received with respect to a LIBOR Loan by noon (New York time) on the third
(3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if an
Event of Default has occurred and is continuing), that LIBOR Loan shall be converted
to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must
make such election by notice to Agent in writing, by
 14




---



##### 



telecopy or overnight courier. In the case of any conversion or continuation, such
election must be made pursuant to a written notice (a Notice of
Conversion/Continuation) in the form of Exhibit 1.5(e).(f)
    
    Notwithstanding anything to the contrary set forth in this Section 1.5, if a
court of competent jurisdiction determines in a final order that the rate of interest
payable hereunder exceeds the highest rate of interest permissible under law (the
Maximum Lawful Rate), then so long as the Maximum Lawful Rate would be so exceeded,
the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate;
provided, that if at any time thereafter the rate of interest payable hereunder is
less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder
at the Maximum Lawful Rate until such time as the total interest received by Agent, on
behalf of Lenders, is equal to the total interest that would have been received had
the interest rate payable hereunder been (but for the operation of this paragraph) the
interest rate payable since the Closing Date as otherwise provided in this Agreement.
Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the
manner provided in Sections 1.5(a) through (d) above, unless and until the rate of
interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall
again apply. In no event shall the total interest received by any Lender pursuant to
the terms hereof exceed the amount that such Lender could lawfully have received had
the interest due hereunder been calculated for the full term hereof at the Maximum
Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph,
such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate
divided by the number of days in the year in which such calculation is made. If,
notwithstanding the provisions of this Section 1.5(f), a court of competent
jurisdiction shall finally determine that a Lender has received interest hereunder in
excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable
law, promptly apply such excess in the order specified in Section 1.11 and thereafter
shall refund any excess to Borrowers or as a court of competent jurisdiction may
otherwise order.
 1.6
    
    Eligible AccountsAll of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base
Certificate delivered by such Borrower to Agent shall be Eligible Accounts for purposes of
this Agreement, except any Account to which any of the exclusionary criteria set forth below
applies. In addition, Agent reserves the right, at any time and from time to time after the
Closing Date, to adjust any of the criteria set forth below, to establish new criteria and
to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment
exercised in good faith; provided, that (i) any increase of any advance rate above its
Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by
Agent to any criterion set forth below that results in such criterion being less restrictive
than as in effect on the Closing Date shall be subject to approval of Requisite Lenders.
From and after the Field Examination Date, Accounts owned by Burress shall for the purposes
of this Section 1.6, be deemed to be Accounts owned by H&E
 15




---



##### 



Delaware and with respect to such Accounts, all references to Borrower shall be deemed to
be references to Burress. Eligible Accounts shall not include any Account of any Borrower:
 (a)
    
    which does not arise from the sale of goods or the performance of services by
such Borrower in the ordinary course of its business;(b)
    
    upon which (i) such Borrowers right to receive payment is contingent upon
the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to
bring suit or otherwise enforce its remedies against the Account Debtor through
judicial process;(c)
    
    to the extent that any defense, counterclaim, setoff or dispute is asserted
as to such Account;(d)
    
    if the Account represents a progress billing consisting of an invoice for
goods sold or used or services rendered pursuant to a contract under which the Account
Debtors obligation to pay that invoice is subject to such Borrowers completion of
further performance under such contract;(e)
    
    that is not a true and correct statement of bona fide indebtedness incurred
in the amount of the Account for merchandise sold to or services rendered and accepted
by the applicable Account Debtor;(f)
    
    with respect to which an invoice, that is not unacceptable to Agent (in its
reasonable judgment) in form and substance, has not been sent to the applicable
Account Debtor;(g)
    
    (i) that is not owned by such Borrower or (ii) to the extent it is subject to
any right, claim, security interest or other interest of any other Person, other than
Liens in favor of Agent, on behalf of itself and Lenders, and other than Permitted
Encumbrances;(h)
    
    that arises from a sale to any director, officer, other employee or Affiliate
of any Credit Party, or to any entity that has any common officer or director with any
Credit Party; provided, however, that a sale to any Person that is an Affiliate or
such an entity shall not be excluded under this paragraph (h) if such Person is an
Affiliate or such an entity solely because it is controlled by BRS or a fund managed
by BRS;(i)
    
    that is the obligation of an Account Debtor that is the United States or
Canadian government or a political subdivision thereof, or any state, county, province
or municipality or department, agency or instrumentality thereof unless Agent, in its
sole discretion, has agreed to the contrary in writing and such Borrower, if necessary
or desirable, has complied with the Federal Assignment of Claims Act of 1940, any
Canadian equivalent thereof, or any applicable state, county or municipal law
restricting assignment thereof, with respect to such obligation; provided, so long as
no Default or Event of Default shall have occurred and be continuing, Accounts
described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10
shall be deemed
 16




---



##### 



Eligible Accounts to the extent such Accounts in the aggregate outstanding at any
time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth
in this Section 1.6;(j)
    
    that is the obligation of an Account Debtor located in a foreign country
other than Canada (excluding the provinces of Newfoundland, the Northwest Territories
and the Territory of Nunavut), unless payment thereof is assured by a letter of credit
assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount
and issuer;(k)
    
    to the extent such Borrower or any Subsidiary thereof is liable for goods
sold or services rendered by the applicable Account Debtor to such Borrower or any
Subsidiary thereof but only to the extent of the potential offset;(l)
    
    that arises with respect to goods that are delivered on a bill-and-hold,
cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by
reason of which the payment by the Account Debtor is or may be conditional;(m)
    
    that is in default; provided, that, without limiting the generality of the
foregoing, an Account shall be deemed in default upon the occurrence of any of the
following:
 (i)
    
    the Account is not paid within the earlier of: sixty (60) days
following its due date or ninety (90) days following its original invoice date;(ii)
    
    the Account Debtor obligated upon such Account suspends
business, makes a general assignment for the benefit of creditors or fails to
pay its debts generally as they come due; or(iii)
    
    a petition is filed by or against any Account Debtor obligated
upon such Account under any bankruptcy law or any other federal, state or
foreign (including any provincial) receivership, insolvency relief or other law
or laws for the relief of debtors;
 (n)
    
    that is the obligation of an Account Debtor if fifty percent (50%) or more of
the Dollar amount of all Accounts owing by that Account Debtor are ineligible under
the other criteria set forth in paragraph (m) of this Section 1.6;(o)
    
    that is not subject to a first priority perfected Lien in favor of Agent, on
behalf of itself and Lenders;(p)
    
    as to which any of the representations or warranties in the Loan Documents
are untrue;(q)
    
    to the extent such Account is evidenced by a judgment;(r)
    
    to the extent such Account exceeds any credit limit established by Agent, in
its reasonable credit judgment;(s)
    
    that is payable in any currency other than Dollars; or
 17




---



##### 



(t)
    
    that is otherwise unacceptable to Agent in its reasonable credit judgment.
  Eligible Rolling Stock provided
 (a)
    
    that is not owned by such Borrower free and clear of all Liens and rights of
any other person, except the Liens in favor of Agent, on behalf of itself and Lenders,
and the rights of a lessee pursuant to any permitted lease of such P&E or Permitted
Encumbrances;(b)
    
    if such P&E (i) (except to the extent in use and not then being stored) is
not stored on premises owned, leased or rented by such Borrower and set forth in
Disclosure Schedule (3.2), or (ii) is stored at a leased location in respect of which
Agent has requested a landlord waiver, unless a reasonably satisfactory landlord
waiver has been delivered to Agent, providedthat Agent may, treat any such P&E at any
such location as Eligible Rolling Stock and, in lieu of imposing the exclusionary
criterion in this paragraph (b) to such P&E, impose a Reserve (without duplicating any
Reserve established for other eligible collateral at such location as a consequence of
the failure to obtain such landlords waiver) in an amount not less than six months
rent for all such P&E stored at such location in respect of which such a landlord
waiver has not been delivered, or (iii) is stored with a bailee or warehouseman unless
a reasonably satisfactory, acknowledged bailee letter has been received by Agent and
Reserves reasonably satisfactory to Agent have been established with respect thereto,
(iv) is stored at an owned location subject to a mortgage in favor of a lender other
than Agent unless a reasonably satisfactory mortgagee waiver requested by Agent has
been delivered to Agent or such P&E is stored at the Santa Fe Springs Property (as
defined in the Disclosure Schedules to the Eagle Acquisition Agreement) or (v) is
anything other than automotive equipment, a trailer, a truck, a forklift, a motor
vehicle or other rolling stock;(c)
    
    that is covered by a certificate of title unless the interest of Agent in the
P&E has been noted on such certificate of title in accordance with applicable law;
 18




---



##### 



(d)
    
    that is excess, obsolete or damaged;(e)
    
    that is held for sale or lease in the ordinary course of such Borrowers
business;(f)
    
    that is not subject to a first priority perfected Lien in favor of Agent on
behalf of itself and Lenders;(g)
    
    as to which any of the representations or warranties pertaining to P&E set
forth in the Loan Documents are untrue;(h)
    
    that is not covered by casualty insurance as to which Agent is listed as loss
payee in accordance with Section 5.4(c); or(i)
    
    that is otherwise unacceptable to Agent in its reasonable credit judgment.
  Eligible Rentals provided
 (a)
    
    that is not subject to a written lease agreement in the form attached as
Exhibit 1.6B(a) or otherwise in form and substance acceptable to Agent;(b)
    
    that is not subject to a first priority perfected security interest of Agent
on behalf of itself and Lenders, perfected by possession of all Chattel Paper related
to such Rental by possession or by the stamping of notice of Agents security interest
thereon;(c)
    
    that is not due within ninety (90) days of the applicable date of
determination;(d)
    
    upon which such Borrower is not able to bring suit or otherwise enforce its
remedies against the relevant lessee through judicial process;(e)
    
    (i) that is not owned by such Borrower, (ii) that is subject to any right,
claim, security interest or other interest of any other Person, other than Liens in
favor of Agent, on behalf of itself and Lenders, except Permitted Encumbrances, or
(iii) to the extent that any counterclaim, dispute, offset or defense is asserted as
to such Rental;
 19




---



##### 



(f)
    
    that is the obligation of a lessee that is the United States or Canadian
government or a political subdivision thereof, or any state, county, province or
municipality or department, agency or instrumentality thereof unless Agent, in its
sole discretion, has agreed to the contrary in writing and such Borrower, if necessary
or desirable, has complied with the Federal Assignment of Claims Act of 1940, and any
amendments thereto, its Canadian equivalent or any applicable state, county or
municipal law restricting assignment thereof, with respect to such obligation;(g)
    
    that is the obligation of a lessee located in a foreign country other than
Canada (excluding the province of Newfoundland, the Northwest Territories and the
Territory of Nunavut), unless payment thereof is assured by a letter of credit,
reasonably satisfactory to Agent as to form, amount and issuer;(h)
    
    that is in default, or is due under a lease which is in default;(i)
    
    if any lessee obligated upon such Rental suspends business, makes a general
assignment for the benefit of creditors or fails to pay its debts generally as they
come due;(j)
    
    if any petition is filed by or against any lessee obligated upon such Rental
under any bankruptcy law or any other federal, state or foreign (including any
provincial) receivership, insolvency relief or other law or laws for the relief of
debtors;(k)
    
    that is the obligation of a lessee if fifty percent (50%) or more of the
Dollar amount of all Rentals owing by that lessee are ineligible under the other
criteria set forth in this Section 1.6B;(l)
    
    as to which any of the representations or warranties in the Loan Documents
are untrue;(m)
    
    to the extent such Rental exceeds any credit limit established by Agent, in
its reasonable credit judgment;(n)
    
    that is payable in any currency other than Dollars; or(o)
    
    that is otherwise unacceptable to Agent in its reasonable credit judgment.
 1.7
    
    Eligible Parts and Tools InventoryAll of the Parts and Tools Inventory owned by any Borrower and reflected in the most recent
Borrowing Base Certificate delivered by such Borrower to Agent shall be Eligible Parts and
Tools Inventory for purposes of this Agreement, except any Parts and Tools Inventory to
which any of the exclusionary criteria set forth below applies. In addition, Agent reserves
the right, at any time and from time to time after the Closing Date, to adjust any of the
criteria set forth below, to establish new criteria and to adjust advance rates with respect
to Eligible Parts and Tools Inventory in its reasonable credit judgment; provided, that (i)
any increase of any advance rate above its Original Advance Rate is subject to the approval
of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that
results in such criterion being less restrictive than as
 20




---



##### 



in effect on the Closing Date shall be subject to approval of Requisite Lenders. From and
after the Field Examination Date, Parts and Tools Inventory owned by Burress shall for the
purposes of this Section 1.7, be deemed to be Parts and Tools Inventory owned by H&E
Delaware and with respect to such Parts and Tools Inventory, all references to Borrower
shall be deemed to be references to Burress. Eligible Parts and Tools Inventory shall not
include any Parts and Tools Inventory of any Borrower:
 (a)
    
    that (i) is not owned by such Borrower free and clear of all Liens and rights
of any other Person (including the rights of a purchaser that has made progress
payments and the rights of a surety that has issued a bond to assure such Borrowers
performance with respect to that Parts and Tools Inventory), except the Liens in favor
of Agent, on behalf of itself and Lenders, and Permitted Encumbrances in favor of
landlords and bailees to the extent permitted in Section 5.9 hereof (subject to
Reserves established by Agent in accordance with Section 5.9 hereof);(b)
    
    (i) that is not located on premises owned, leased or rented by such Borrower
and set forth in Disclosure Schedule (3.2), or (ii) is stored at a leased location in
respect of which Agent has requested a landlord waiver, unless a reasonably
satisfactory landlord waiver has been delivered to Agent, providedthat Agent may,
treat any such Parts and Tools Inventory at any such location as Eligible Parts and
Tools Inventory and, in lieu of imposing the exclusionary criterion in this paragraph
(b) to such Parts and Tools Inventory, impose a Reserve (without duplicating any
Reserve established for other eligible collateral at such location as a consequence of
the failure to obtain such landlords waiver) in an amount not less than six months
rent for all Parts and Tools Inventory stored at such location in respect of which
such a landlord waiver has not been delivered, or (iii) is stored with a bailee or
warehouseman unless a reasonably satisfactory, acknowledged bailee letter has been
received by Agent and Reserves reasonably satisfactory to Agent have been established
with respect thereto, or (iv) is located at an owned location subject to a mortgage in
favor of a lender other than Agent unless a reasonably satisfactory mortgagee waiver
requested by Agent has been delivered to Agent, or (v) is located at any site if the
aggregate book value of Parts and Tools Inventory at any such location is less than
$25,000;(c)
    
    that is placed on consignment or is in transit;(d)
    
    that is covered by a negotiable document of title, unless such document has
been delivered to Agent with all necessary endorsements, free and clear of all Liens
except those in favor of Agent and Lenders;(e)
    
    that is excess, obsolete, unsalable or damaged;(f)
    
    that consists of display items or packing or shipping materials,
manufacturing supplies or work-in-process Inventory;(g)
    
    that is not held for sale in the ordinary course of such Borrowers business;
 21




---



##### 



(h)
    
    that is not subject to a first priority perfected Lien in favor of Agent on
behalf of itself and Lenders;(i)
    
    as to which any of the representations or warranties pertaining to Parts and
Tools Inventory set forth in the Loan Documents are untrue;(j)
    
    that consists of Hazardous Materials or goods that can be transported or sold
only with licenses that are not readily available;(k)
    
    that is not covered by casualty insurance as to which Agent is listed as loss
payee in accordance with Section 5.4(c); or(l)
    
    that is otherwise unacceptable to Agent in its reasonable credit judgment.
  Eligible Equipment
Inventory provided
 (a)
    
    that is not owned by such Borrower free and clear of all Liens and rights of
any other person (including the rights of a purchaser that has made progress payments
and the rights of a surety that has issued a bond to assure such Borrowers
performance with respect to that Equipment Inventory), except the Liens in favor of
Agent, on behalf of itself and Lenders, and the rights of a lessee pursuant to any
permitted lease of such Equipment Inventory or Permitted Encumbrances;(b)
    
    that (i) except to the extent in the possession of a lessee or being
transported to or from a lessee) is not located on premises owned, leased or rented by
such Borrower and set forth in Disclosure Schedule (3.2), or (ii) is stored at a
leased location in respect of which Agent has requested a landlord waiver, unless a
reasonably satisfactory landlord waiver has been delivered to Agent, providedthat
Agent may, treat any such Equipment Inventory stored at any such location as Eligible
Equipment Inventory and, in lieu of imposing the exclusionary criterion in this
paragraph (b) to such Equipment Inventory,
 22




---



##### 



impose a Reserve (without duplicating any Reserve established for other eligible
collateral at such location as a consequence of the failure to obtain such
landlords waiver) in an amount not less than six months rent for all Equipment
Inventory stored at such location in respect of which such a landlord waiver has
not been delivered, or (iii) is stored with a bailee or warehouseman unless a
reasonably satisfactory, acknowledged bailee letter has been received by Agent and
Reserves reasonably satisfactory to Agent have been established with respect
thereto, or (iv) is located at an owned location (other than the Santa Fe Springs
Property (as defined in the Disclosure Schedules to the Eagle Acquisition
Agreement)) subject to a mortgage in favor of a lender other than Agent unless a
reasonably satisfactory mortgagee waiver requested by Agent has been delivered to
Agent, or (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 Nunavut);(c)
    
    that is placed on consignment;(d)
    
    that is covered by a negotiable document of title or a certificate of title
unless such negotiable document has been delivered to Agent with all necessary
endorsements free and clear of all Liens except those in favor of Agent and Lenders,
or where it is required to perfect the security interest of Agent in the Equipment
Inventory such certificate of title has been noted in such certificate of title in
accordance with applicable law;(e)
    
    that is obsolete, unsalable or damaged beyond repair;(f)
    
    that is not held for sale or lease in the ordinary course of such Borrowers
business;(g)
    
    that is not subject to a first priority perfected Lien in favor of Agent on
behalf of itself and Lenders;(h)
    
    as to which any of the representations or warranties pertaining to Equipment
Inventory set forth in the Loan Documents are untrue;(i)
    
    that is not covered by casualty insurance as to which Agent is listed as loss
payee in accordance with Section 5.4(c); or(j)
    
    that is otherwise unacceptable to Agent in its reasonable credit judgment.
 1.8
    
    Cash Management SystemsOn or prior to the Closing Date, Borrowers will establish and will maintain until the
Termination Date, the cash management systems described in Annex C (the Cash Management
Systems).
 23




---



##### 



1.9
    
    Fees
 (a)
    
    Borrowers shall pay to GE Capital, individually, the Fees specified in that
certain fee letter dated September 1, 2007 between H&E Delaware and GE Capital (the
GE Capital Fee Letter), at the times specified for payment therein which shall
include the annual Administrative Agents fee, which will be due and payable on the
Closing Date and on each anniversary thereof.(b)
    
    As additional compensation for the Revolving Lenders, Borrowers agree to pay
to Agent, for the ratable benefit of such Lenders, in arrears, on the first Business
Day of each month prior to the Commitment Termination Date and on the Commitment
Termination Date, a Fee for Borrowers non use of available funds in an amount equal
to the Applicable Unused Line Fee Margin per annum (calculated on the basis of a 360
day year for actual days elapsed) multiplied by the difference between (x) the Maximum
Amount (as it may be reduced from time to time) and (y) the average for the period of
the daily closing balances of the aggregate Revolving Loan and the Swing Line Loan
outstanding during the period for which such Fee is due.(c)
    
    As additional compensation for the Agent, Borrowers agree to pay to the L/C
Issuer with respect to any Letter of Credit, at the time such Letter of Credit is
issued or extended, a fronting fee in an amount equal twelve and one half (12.5) basis
points of the face amount of such Letter of Credit.(d)
    
    Borrowers shall pay to Agent, for the ratable benefit of Revolving Lenders,
the Letter of Credit Fee as provided in Annex B.(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 $900 per audit day per in-house
auditor, plus out of pocket expenses; provided, that Borrowers shall not be required
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) 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).
 1.10
    
    Receipt of PaymentsEach Borrower shall make each payment under this Agreement not later than 2:00 p.m. (New
York time) on the day when due in immediately available funds in Dollars to the Collection
Account. For purposes of computing interest and Fees and determining Borrowing Availability
as of any date, all payments shall be deemed received on the Business Day on which
immediately available funds therefor are received in the Collection Account prior to 2:00
p.m. New York time. Payments received after 2:00 p.m. New York time on any Business Day or
on a day that is not a Business Day shall be deemed to have been received on the following
Business Day.
 24




---



##### 



1.11
    
    Application and Allocation of Payments
 (a)
    
    So long as no Event of Default has occurred and is continuing, (i) payments
consisting of proceeds of Accounts received in the ordinary course of business shall
be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii)
payments matching specific scheduled payments then due shall be applied to those
scheduled payments; (iii) voluntary prepayments shall be applied in accordance with
the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be
applied as set forth in Sections 1.3(c) and 1.3(d). All payments and
prepayments applied to a particular Loan shall be applied ratably to the portion
thereof held by each Lender as determined by its Pro Rata Share. As to any other
payment, and as to all payments made when an Event of Default has occurred and is
continuing or following the Commitment Termination Date, each Borrower hereby
irrevocably waives the right to direct the application of any and all payments
received from or on behalf of such Borrower, and each Borrower hereby irrevocably
agrees that Agent shall have the continuing exclusive right to apply any and all such
payments against the Obligations as Agent may deem advisable notwithstanding any
previous entry by Agent in the Loan Account or any other books and records. In the
absence of a specific determination by Agent with respect thereto, payments shall be
applied to amounts then due and payable in the following order: (1) to Fees and
Agents expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3)
to principal payments on the Swing Line Loan; (4) to interest on the other Loans,
unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to
Lenders other than GE Capital or their Affiliates, ratably in proportion to the
interest accrued as to each Loan, unpaid Swap Related Reimbursement Obligation or
other unpaid swap obligation, as applicable; (5) to principal payments on the other
Loans, unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing
to Lenders other than GE Capital or their Affiliates and to provide cash collateral
for Letter of Credit Obligations in the manner described in Annex B, ratably
to the aggregate, combined principal balance of the other Loans, unpaid Swap Related
Reimbursement Obligations, other unpaid swap obligation and outstanding Letter of
Credit Obligations; and (6) to all other Obligations including expenses of Lenders to
the extent reimbursable under Section 11.3.(b)
    
    Agent is authorized to, and at its sole election may, charge to the Revolving
Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses,
Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and
interest and principal, other than principal of the Revolving Credit Advances, due and
owing by Borrowers under this Agreement or any of the other Loan Documents if and to
the extent Borrowers fail to pay promptly any such amounts as and when due, even if
the amount of such charges would exceed Borrowing Availability at such time or would
cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any
Borrower to exceed such Borrowers separate Borrowing Base after giving effect to such
charges or if such charges would cause the aggregate balance of the Revolving
 25




---



##### 



Loan and Swing Line Loan to exceed the Aggregate Borrowing Base after giving effect
to such charges. At Agents option and to the extent permitted by law, any charges
so made shall constitute part of the Revolving Loan hereunder.
 1.12
    
    Loan Account and AccountingAgent, as agent of Borrowers solely for purposes of this Section 1.12, shall maintain and
update from time to time a loan account (the Loan Account) on its books to record: (a)
all Advances, including principal thereof and interest thereon, (b) all payments made by any
Borrower and other Credit Parties, and (c) all other debits and credits as provided in this
Agreement with respect to the Loans or any other Obligations. All entries in the Loan
Account shall be made in accordance with Agents customary accounting practices as in effect
from time to time. The balance in the Loan Account, as recorded on Agents most recent
printout or other written statement, shall, absent manifest error, be presumptive evidence
of the amounts due and owing to Agent and Lenders by each Borrower; provided, that any
failure to so record or any error in so recording shall not limit or otherwise affect any
Borrowers duty to pay the Obligations. Agent shall render to Borrower Representative a
monthly accounting of transactions with respect to the Loans setting forth the balance of
the Loan Account (including the principal of each Advance and interest thereon) as to each
Borrower for the immediately preceding month. Unless Borrower Representative notifies
Agent in writing of any objection to any such accounting (specifically describing the basis
for such objection), within thirty (30) days after the date thereof, each and every such
accounting shall (absent manifest error) be deemed final, binding and conclusive on
Borrowers in all respects as to all matters reflected therein. Only those items expressly
objected to in such notice shall be deemed to be disputed by Borrowers.1.13
    
    Indemnity
 (a)
    
    Each Credit Party shall jointly and severally indemnify and hold harmless
each of Agent, Arranger, Lenders and their respective Affiliates, and each such
Persons respective officers, directors, employees, attorneys, agents and
representatives (each, an Indemnified Person), from and against any and all suits,
actions, proceedings, claims, damages, losses, liabilities and expenses (including
reasonable attorneys fees and disbursements and other costs of investigation or
defense, including those incurred upon any appeal) that may be instituted or asserted
against or incurred by any such Indemnified Person as the result of credit having been
extended, suspended or terminated under this Agreement and the other Loan Documents
and the administration of such credit, and in connection with or arising out of the
transactions contemplated hereunder and thereunder and any actions or failures to act
in connection therewith, including any and all Environmental Liabilities and legal
costs and expenses arising out of or incurred in connection with disputes between or
among any parties to any of the Loan Documents (collectively, Indemnified
Liabilities); provided, that no Credit Party shall be liable for any indemnification
to an Indemnified Person to the extent that any such suit, action, proceeding, claim,
damage, loss, liability or expense results solely from that Indemnified Persons gross
negligence or willful misconduct. NO
 26




---



##### 



INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN
DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY
OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF
CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS
A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.(b)
    
    To induce Lenders to provide the LIBOR Rate option on the terms provided
herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of
any applicable LIBOR Period (whether that repayment is made pursuant to any provision
of this Agreement or any other Loan Document or occurs as a the result of
acceleration, by operation of law or otherwise), subject to Section 1.3(b)(iv); (ii)
any Borrower shall default in payment when due of the principal amount of or interest
on any LIBOR Loan; (iii) any Borrower shall refuse to accept any borrowing of, or
shall request a termination of, any borrowing of, conversion into or continuation of,
LIBOR Loans after such Borrower has given notice requesting the same in accordance
herewith; or (iv) any Borrower shall fail to make any prepayment of a LIBOR Loan after
such Borrower has given a notice thereof in accordance herewith, then Borrowers shall
jointly and severally indemnify and hold harmless each Lender from and against all
losses, costs and expenses resulting from or arising from any of the foregoing. Such
indemnification shall include any loss (including loss of margin) or expense arising
from the reemployment of funds obtained by it or from fees payable to terminate
deposits from which such funds were obtained. For the purpose of calculating amounts
payable to a Lender under this subsection, each Lender shall be deemed to have
actually funded its relevant LIBOR Loan through the purchase of a deposit bearing
interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Loan and
having a maturity comparable to the relevant LIBOR Period; provided, that each Lender
may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing
assumption shall be utilized only for the calculation of amounts payable under this
subsection. This covenant shall survive the termination of this Agreement and the
payment of the Notes and all other amounts payable hereunder. As promptly as
practicable under the circumstances, each Lender shall provide Borrowers with its
written calculation of all amounts payable pursuant to this Section 1.13(b), and such
calculation shall be binding on the parties hereto unless Borrower Representative
shall object in writing within 10 Business Days of receipt thereof, specifying the
basis for such objection in detail.
 1.14
    
    AccessEach 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
 27




---



##### 



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). Borrowers agree 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 Borrowers shall not be required 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) more than one (1) Inspection in any year.
Borrowers obligation to pay for Inspections is in addition to its obligation to pay for
Equipment Inventory Appraisals and P&E Appraisals. 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 Inspections at no charge to any Credit Party.1.15
    
    Taxes
 (a)
    
    Any and all payments by each Credit Party hereunder or under the Notes shall
be made, in accordance with this Section 1.15, free and clear of and without deduction
for any and all present or future Non-Excluded Taxes, unless required by law. If any
Credit Party shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under the Notes, (i) in the case of Non-Excluded Taxes, the
sum payable shall be increased as much as shall be necessary so that after making all
required deductions (including deductions applicable to additional sums payable under
this Section 1.15) Agent or Lenders, as applicable, receive an amount equal to the sum
they would have received had no such deductions been made, (ii) such Credit Party
shall make such deductions, and (iii) such Credit Party shall pay the full amount
deducted to the relevant taxing or other authority in accordance with applicable law.
Within thirty (30) days after the date of any payment of Taxes, Borrower
Representative shall furnish to Agent the original or a certified copy of a receipt
evidencing payment thereof. Agent and Lenders shall not be obligated to return or
refund any amounts
 28




---



##### 



received pursuant to this Section, except that in the event a Lender or Agent
receives a refund of, or credit with respect to any Taxes that it determines in its
reasonable discretion were paid (directly or indirectly) by a Credit Party pursuant
to Section 1.15(a) or Section 1.15(b), such Lender or Agent, as applicable, shall
pay the amount of such refund or credit to such Credit Party within thirty (30)
days of receipt of such refund or application of such credit; providedthat the
calculation of such refund or credit shall be determined solely by such Lender or
Agent, as applicable. In addition, the Borrowers shall timely pay any Other Taxes
to the relevant Governmental Authority in accordance with applicable law.(b)
    
    Each Credit Party shall jointly and severally indemnify and, within ten (10)
days of demand therefor, pay Agent and each Lender for the full amount of Non-Excluded
and Other Taxes (including any Taxes imposed by any jurisdiction on amounts payable
under this Section 1.15) paid by Agent or such Lender, as appropriate, and any
liability (including penalties and interest, neither of which are the result of gross
negligence by Agent or such Lender, and reasonable expenses) arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally asserted.(c)
    
    Each Lender organized under the laws of a jurisdiction outside the United
States (a Foreign Lender) as to which payments to be made under this Agreement or
under the Notes are exempt from, or entitled to a reduction in, United States federal
withholding tax under an applicable statute or tax treaty shall provide to Borrower
Representative and Agent, at the time such Foreign Lender becomes a party to this
Agreement, a properly completed and executed IRS Form W-8ECI or Form W-8BEN or other
applicable form, certificate or document prescribed by the IRS or the United States
certifying as to such Foreign Lenders entitlement to such exemption or reduction (a
Certificate of Exemption). Any foreign Person that seeks to become a Lender under
this Agreement shall provide a Certificate of Exemption to Borrower Representative and
Agent prior to becoming a Lender hereunder, and each Foreign Lender shall complete all
further documentation reasonably requested by Borrower Representative or the Agent
required to establish and maintain such exemption from or reduction in United States
federal withholding tax. Notwithstanding any other provision of this Section 1.15 to
the contrary, a Lender shall not be required to deliver any form pursuant to this
paragraph that such Lender is not legally able to deliver.
  (a)
    
    If any Lender shall have determined in good faith that any law, treaty,
governmental (or quasi-governmental) rule, regulation, guideline or order regarding
capital adequacy, reserve requirements or similar requirements or compliance by any
Lender with any request or directive regarding capital adequacy, reserve requirements
or similar requirements (whether or not having the force of law), in each case adopted
after the Closing Date, from any central bank or other Governmental Authority
increases or would have the effect of increasing the amount of capital, reserves or
other funds
 29




---



##### 



required to be maintained by such Lender and thereby reducing the rate of return on
such Lenders capital as a consequence of its obligations hereunder, then Borrowers
shall from time to time upon written demand by such Lender (with a copy of such
demand to Agent) pay to Agent, for the account of such Lender, additional amounts
sufficient to compensate such Lender for such reduction. A certificate as to the
amount of that reduction and showing the basis of the computation thereof submitted
by such Lender to Borrower Representative and to Agent shall, absent manifest
error, be final, conclusive and binding for all purposes.(b)
    
    If, due to either (i) the introduction of or any change in any law or
regulation (or any change in the interpretation thereof) or (ii) the compliance with
any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), in each case adopted after the Closing Date,
there shall be any increase in the cost to any Lender of agreeing to make or making,
funding or maintaining any Loan (excluding for purposes of this Section 1.16(b)
Non-Excluded Taxes, as to which Section 1.15 shall govern), then Borrowers shall from
time to time, upon written demand by such Lender (with a copy of such demand to
Agent), pay to Agent for the account of such Lender additional amounts sufficient to
compensate such Lender for such increased cost. A certificate as to the amount of
such increased cost, submitted to Borrower Representative and to Agent by such Lender,
shall be conclusive and binding on Borrowers for all purposes, absent manifest error.
Each Lender agrees that, as promptly as practicable after it becomes aware of any
circumstances referred to above which would result in any such increased cost, the
affected Lender shall, to the extent not inconsistent with such Lenders internal
policies of general application, use reasonable commercial efforts to minimize costs
and expenses incurred by it and payable to it by Borrowers pursuant to this Section
1.16(b).(c)
    
    Notwithstanding anything to the contrary contained herein, if the
introduction of or any change in any law or regulation (or any change in the
interpretation thereof) shall make it unlawful, or any central bank or other
Governmental Authority shall assert that it is unlawful, for any Lender to agree to
make or to make or to continue to fund or maintain any LIBOR Loan, then, unless that
Lender is able to make or to continue to fund or to maintain such LIBOR Loan at
another branch or office of that Lender without, in that Lenders good faith opinion,
adversely affecting it or its Loans or the income obtained therefrom, on written
notice thereof and written demand therefor by such Lender to Borrower Representative
through Agent, (i) the obligation of such Lender to agree to make or to make or to
continue to fund or maintain LIBOR Loans shall terminate and (ii) each Borrower shall
forthwith prepay in full all outstanding LIBOR Loans owing by such Borrower to such
Lender, together with interest accrued thereon, unless such Borrower, within five (5)
Business Days after the delivery of such notice and demand, converts all LIBOR Loans
into Index Rate Loans.
 30




---



##### 



(d)
    
    Within fifteen (15) days after receipt by Borrower Representative of written
notice and demand from any Lender (an Affected Lender) for payment of additional
amounts, increased costs or reserve costs as provided in Section 1.15(a), 1.15(b),
1.16(a), 1.16(b) or 1.16(c), Borrower Representative may, at its option, notify Agent
and such Affected Lender of its intention to replace the Affected Lender. So long as
no Default or Event of Default has occurred and is continuing, Borrower
Representative, with the consent of Agent not to be unreasonably withheld, may obtain,
at Borrowers expense, a replacement Lender (Replacement Lender) for the Affected
Lender, which Replacement Lender must be reasonably satisfactory to Agent. If
Borrower Representative obtains a Replacement Lender within ninety (90) days following
notice of its intention to do so, the Affected Lender must sell and assign (in
accordance with the requirements for assignments in Section 9.1) its Loans and
Commitments to such Replacement Lender for an amount equal to the principal balance of
all Loans held by the Affected Lender and all accrued interest and Fees with respect
thereto through the date of such sale and the Replacement Lender shall assume all
Commitments of the Affected Lender (and the Affected Lender shall be released from its
Commitments), provided, that Borrowers shall have reimbursed such Affected Lender for
the additional amounts or increased costs that it is entitled to receive under this
Agreement through the date of such sale and assignment. Notwithstanding the
foregoing, Borrowers shall not have the right to obtain a Replacement Lender if the
Affected Lender rescinds its demand for increased costs or additional amounts within
fifteen (15) days following its receipt of Borrower Representatives notice of
intention to replace such Affected Lender. Furthermore, if Borrower Representative
gives a notice of intention to replace and does not so replace such Affected Lender
within ninety (90) days thereafter, Borrowers rights under this Section 1.16(d) shall
terminate and Borrowers shall promptly pay all increased costs or additional amounts
demanded by such Affected Lender pursuant to Sections 1.15(a), 1.15(b), 1.16(a),
1.16(b) and 1.16(c).(e)
    
    Notwithstanding the provisions of Section 1.16(a) and (b), if any Lender
fails to notify Borrower Representative of any event or circumstance which will
entitle such Lender to compensation pursuant to Section 1.16(a) or (b) within 180 days
after such Lender becomes aware of such event or occurrence, then such Lender shall
not be entitled to compensation from Borrowers for any amount arising prior to the
date which is 180 days before the date of such notice to Borrower Representative.
 31




---



##### 



(a)
    
    Borrower Representative may from time to time after the Closing Date, upon at
least 30 days prior written notice to the Agent (who shall promptly provide a copy of
such notice to each Lender), propose to increase the Revolving Loan Commitments by up
to an aggregate of $130,000,000; such additional Revolving Loan Commitments (the
Incremental Revolving Loan Commitments) as determined by and with the approval of
the Agent; provided, that the terms and conditions of the Incremental
Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan
Commitments theretofore in effect except that to the extent that the Applicable
Margins for Revolving Loans or Letters of Credit to be issued under the Incremental
Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or
Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable
L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving
Loans and Letters of Credit to be issued under the Incremental Revolving Loan
Commitments. Each Lender shall have the right for a period of fifteen (15) days
following receipt of such notice, to elect by written notice to the Borrower
Representative and the Agent, to commit to make all or a portion of such Incremental
Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan
Commitments are to be determined by the Agent after consultation with Borrower
Representative. No Lender (or any successor thereto) shall have any obligation to
provide all or any portion of such Incremental Revolving Loan Commitments or to
increase any other obligations under this Agreement and the other Loan Documents, and
any decision by a Lender to provide any such Incremental Revolving Loan Commitment
shall be made in its sole discretion independently from any other Lender.(b)
    
    If the Lenders do not commit to make the entire Incremental Revolving Loan
Commitments pursuant to Section 1.18(a), the Borrower Representative may designate a
Qualified Assignee (which may be, but need not be, one or more of the existing
Lenders), provided, however, that if such Person is not an existing Lender,
such Person must join this Agreement as a Lender (an Additional Revolving Lender).(c)
    
    In the event that the Borrower Representative desires to obtain Incremental
Revolving Loan Commitments, the Agent, the Credit Parties and the Additional Revolving
Lenders shall enter into an amendment to this Agreement to provide for such
Incremental Revolving Loan Commitments (and an amendment to Annex J to reflect the
resulting
 32




---



##### 



Revolving Loan Commitments of the Lenders), which amendment shall provide for the
issuance of promissory notes to evidence the Revolving Credit Advances made
pursuant to the Incremental Revolving Loan Commitments if requested by such Lenders
(which notes shall constitute Notes for purposes of this Agreement), such amendment
to be in form and substance reasonably acceptable to Agent and consistent with the
terms of this Section 1.18 and of the other provisions of this Agreement. No
consent of any Lender not providing Incremental Revolving Loan Commitments is
required to permit the Incremental Revolving Loan Commitments contemplated by and
otherwise complying with this Section 1.18 or the aforesaid amendment to
effectuate the Incremental Revolving Loan Commitments. This clause (c) shall
supersede any provisions contained in this Agreement, including, without
limitation, Section 11.2.(d)
    
    The increase of the Incremental Revolving Loan Commitments will be subject to
the satisfaction of the following conditions precedent: (i) after giving pro forma
effect to all Revolving Loans that could be incurred under Incremental Revolving Loan
Commitments, no Default or Event of Default shall have occurred and be continuing and
Borrower would be in compliance with the Financial Covenants, (ii) execution of the
amendment hereto referenced in clause (c) above by Agent, the Lenders providing the
Incremental Revolving Loan Commitments and the Credit Parties, (iii) delivery to Agent
of a certificate of the Secretary or an Assistant Secretary of each Credit Party, in
form and substance satisfactory to Agent, certifying the resolutions of such Persons
board of directors (or equivalent governing body) approving and authorizing the
Incremental Revolving Loan Commitments (if not previously delivered to Agent), and
certifying that none of the organizational documents of such Credit Party delivered to
the Agent prior thereto have been modified or altered in any way (or if modifications
have occurred, certifying new copies of such organizational documents), (iv) delivery
to Agent of an opinion of counsel to the Credit Parties in form and substance and from
counsel reasonably satisfactory to the Agent, addressed to Agent and Lenders providing
the Incremental Revolving Loan Commitments and covering such matters as the Agent may
reasonably request, (v) the payment in full by the Credit Parties of all Revolving
Credit Advances to the Lenders holding same in accordance with the Revolving Loan
Commitments in effect immediately prior to the increase contemplated by this Section
1.18 and the re-borrowing of such Revolving Credit Advances by the Lenders in
accordance with their Revolving Loan Commitments giving effect to the increase
contemplated by this Section 1.18, (vi) each Lender shall acknowledge that its Pro
Rata Share of participations in Letters of Credit that are outstanding as of the time
of the increase in the Revolving Loan Commitments pursuant to this Section 1.18 shall
be in accordance with Revolving Loan Commitments giving effect to the increase to the
Revolving Loan Commitments under this Section 1.18 and (vii) receipt by Agent of such
new Notes, reaffirmations of guaranties, security agreements and pledge agreements as
Agent may reasonably request, together with amendments to all mortgages reflecting
that the Revolving Loans and Letters of Credit extended pursuant to the Incremental
Revolving Loan Commitments are secured pari passu with the
 33




---



##### 



Revolving Loan and such endorsements to title policies or additional title searches
as the Agent may reasonably request.(e)
    
    Notwithstanding any provision contained herein to the contrary, from and
after the date of any Commitment increase contemplated by this Section 1.18, and the
repayment and making of Revolving Credit Advances on such date pursuant to clause
(d)(v) above, all calculations and payments of fees and of interest on the Revolving
Credit Advances shall take into account the actual Revolving Loan Commitment of each
Lender and the principal amount outstanding of each Revolving Credit Advance made by
such Lender during the relevant period of time.
 2
    
    CONDITIONS PRECEDENT
 2.1
    
    Conditions to Amendment and Restatement and the Initial LoansThe Amendment and Restatement of the Original Credit Agreement shall not be effective, and
no Lender shall be obligated to make any Loan to, or incur any Letter of Credit Obligations
on the Closing Date, or to take, fulfill or perform any other action hereunder, until the
following conditions have been satisfied or provided for in a manner satisfactory to Agent,
or waived in writing by Agent and Lenders:
 (a)
    
    Amended and Restated Credit Agreement; Loan DocumentsThis Agreement or counterparts hereof shall have been duly executed by, and
delivered to, each Credit Party, Agent and Lenders; and Agent shall have received
such documents, instruments, agreements and legal opinions as Agent shall reasonably
request in connection with the transactions contemplated by this Agreement and the
other Loan Documents, including all those listed in the Closing Checklist attached
hereto as Annex D, each in form and substance reasonably satisfactory to Agent.(b)
    
    ApprovalsAgent shall have received (i) reasonably satisfactory evidence that each Credit
Party has obtained all required consents and approvals of all Persons including all
requisite Governmental Authorities, to the execution, delivery and performance of
this Agreement and the other Loan Documents and the consummation of the Related
Transactions or (ii) a certificate of an Authorized Officer in form and substance
reasonably satisfactory to Agent affirming that no such consents or approvals are
required.(c)
    
    Opening Availability; Initial Revolving Credit AdvanceThe Eligible Accounts, Eligible Rentals, Eligible Parts and Tools Inventory,
Eligible Rolling Stock and Eligible Equipment Inventory supporting the Original
Revolving Credit Advances, the Original Letter of Credit Obligations, the Original
Swing Line Advances, the Revolving Credit Advance and the Letter of Credit
Obligations incurred on the Closing Date and the amount of the Reserves to be
established or continued on the
 34




---



##### 



Closing Date shall be sufficient in value, as determined by Agent, to provide
Borrowers, collectively, with Borrowing Availability, after giving effect to the
Revolving Credit Advance made on the Closing Date to each Borrower, the incurrence
on the Closing Date of any Letter of Credit Obligations and the consummation of the
Related Transactions (on a pro formabasis, with trade payables being paid
currently, and expenses and liabilities being paid in the ordinary course of
business and without acceleration of sales) and the payment of or reserve for all
costs and expenses related thereto of at least $215,000,000, and the outstanding
balance of the Revolving Loan and Swing Line Loan, together with the amount
Revolving Credit Advance made on the Closing Date and Letter of Credit Obligation
incurred on the Closing Date, shall be no more than $105,000,000.(d)
    
    Payment of FeesBorrowers shall have paid the Fees required to be paid on the Closing Date in the
respective amounts specified in Section 1.9 (including the Fees specified in the GE
Capital Fee Letter), and shall have reimbursed Agent for all fees, costs and
expenses of closing presented as of the Closing Date in accordance with Section
11.3.(e)
    
    Capital Structure; Other IndebtednessThe organizational documents, terms of equity interests, ownership, capital,
corporate, tax and legal structure of each Credit Party and the terms and conditions
of all Indebtedness of each Credit Party shall be reasonably acceptable to Agent
with no material change from that reported in Borrowers May 31, 2007 Financial
Statements.(f)
    
    Due DiligenceAgent shall have completed its legal due diligence with results reasonably
satisfactory to Agent.(g)
    
    Related Transactions DocumentsAgent shall have received fully executed copies of each of the Related Transactions
Documents, each of which shall be in form and substance reasonably satisfactory to
Agent and its counsel.(h)
    
    Burress Acquisition(i)
    
    All material conditions to the closing of the Burress Acquisition shall have
been satisfied or, with the consent of the Agent, waived, and concurrently with the
effectiveness of this Agreement, the Burress Acquisition shall be consummated in
accordance with the Burress Acquisition Documents, and (ii) the business and assets
acquired in the Burress Acquisition shall be free and clear of all Liens (other than
Permitted Encumbrances).(i)
    
    Financial Conditions
 35




---



##### 



On the Closing Date, after giving effect to the consummation of the Related
Transactions,
 (i)
    
    the aggregate consolidated total Indebtedness of the Borrowers
(including Letter of Credit Obligations) shall be no greater than $357,000,000
and(ii)
    
    the ratio of the consolidated total Indebtedness (including
Letter of Credit Obligations) of Borrowers to EBITDA of H&E Delaware for the 12
month period ending June 30, 2007 on a pro forma basis as if the Related
Transactions had occurred on the first day of such period and taking into
account such adjustments to EBITDA as may be acceptable to the Agent shall be
no greater than 1.6:1.00.
 (j)
    
    Payment of Interest and FeesBorrowers shall have paid in cash all interest and fees accrued through the Closing
Date.(k)
    
    Ongoing ConditionsThe conditions set forth in Section 2.2 shall have been satisfied or waived.
 2.2
    
    Further Conditions to Each LoanExcept as otherwise expressly provided herein, no Lender shall be obligated to fund any
Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit
Obligation, if, as of the date thereof:
 (a)
    
    (i) any representation or warranty by any Credit Party contained herein or in
any other Loan Document is untrue or incorrect as of such date in any material
respect, except to the extent that such representation or warranty expressly relates
to an earlier date and except for changes therein expressly permitted or expressly
contemplated by this Agreement and (ii) Agent or Requisite Lenders have determined not
to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such
Letter of Credit Obligation as a result of the fact that such warranty or
representation is untrue or incorrect; or(b)
    
    (i) any event or circumstance having a Material Adverse Effect has occurred
since the date hereof as determined by the Requisite Lenders and (ii) Agent or
Requisite Lenders have determined not to make such Advance, convert or continue any
Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact
that such event or circumstance has occurred; or(c)
    
    (i) any Default or Event of Default has occurred and is continuing or would
result after giving effect to any Advance (or the incurrence of any Letter of Credit
Obligation), and (ii) Agent or Requisite Lenders shall have determined not to make any
Advance,
 36




---



##### 



convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit
Obligation as a result of such Default or Event of Default; or(d)
    
    after giving effect to any Advance (or the incurrence of any Letter of Credit
Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan
would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in
each case, less the aggregate outstanding Swing Line Loan at such time or (ii) the
outstanding principal amount of the Revolving Loan to the applicable Borrower would
exceed such Borrowers separate Borrowing Base less the aggregate outstanding Swing
Line Loan at such time, to that Borrower; or(e)
    
    after giving effect to any Swing Line Advance, the outstanding principal
amount of the Swing Line Loan would exceed Swing Line Availability.
 The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of
any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as,
a LIBOR Loan, shall be deemed to constitute, as of the date thereof, (i) a representation
and warranty by such Borrower that the conditions in this Section 2.2 have been satisfied
and (ii) a reaffirmation by such Borrower of the cross-guaranty provisions set forth in
Section 12 and of the granting and continuance of Agents Liens, on behalf of itself and
Lenders, pursuant to the Collateral Documents.2.3
    
    Effect of Amendment and Restatement.Upon this Agreement becoming effective pursuant to Section 2.1, from and after the Closing
Date: (a) the Revolving Loan Commitments shall be increased in accordance with the terms
hereof; (b) all terms and conditions of the Original Credit Agreement and any other Loan
Document as defined therein, as amended and restated by this Agreement and the other Loan
Documents being executed and delivered on or as of the Closing Date, shall be and remain in
full force and effect, as so amended and restated, and shall constitute the legal, valid,
binding and enforceable obligations of the Credit Parties party thereto, except as
enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and
other laws relating to the enforcement of creditors rights and by general principles of
equity (whether considered at law or in equity); (c) the terms and conditions of the
Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be
restated in their entirety; provided that any rights, duties and obligations among
Borrowers, Lenders and Agent accruing before the Closing Date under the Original Credit
Agreement and any other Loan Documents shall survive in their entirety unless specifically
amended hereunder; (d) this Agreement shall not in any way release or impair the rights,
duties, Obligations or Liens created pursuant to the Original Credit Agreement or any other
Loan Document or affect the relative priorities thereof, in each case to the extent in force
and effect thereunder as of the Closing Date, except as amended hereby or by documents,
instruments and agreements executed and delivered in connection herewith, and all of such
rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrowers; (e)
all indemnification obligations of the Credit Parties under the Original Credit Agreement
and any
 37




---



##### 



other Loan Documents shall survive the execution and delivery of this Agreement and shall
continue in full force and effect for the benefit of Lenders, Agent, and any other Person
indemnified under the Original Credit Agreement or any other Loan Document at any time prior
to the Closing Date; (f) the Obligations incurred under the Original Credit Agreement,
including, without limitation, in respect of principal, interest, reimbursement obligations
for Letters of Credit, expenses and fees, shall, to the extent outstanding on the Closing
Date, continue outstanding under this Agreement and shall not be deemed to be paid,
released, discharged or otherwise satisfied by the execution of this Agreement, and this
Agreement shall not constitute a refinancing, substitution or novation of such Obligations
or any of the other rights, duties and obligations of the parties hereunder; (g) the
execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any
right, power or remedy of Lenders or Agent under the Original Credit Agreement, nor
constitute a waiver of any covenant, agreement or obligation under the Original Credit
Agreement, except to the extent that any such covenant, agreement or obligation is no longer
set forth herein or is amended hereby; (h) any and all references in the Loan Documents to
the Original Credit Agreement shall, without further action of the parties, be deemed a
reference to the Original Credit Agreement, as amended and restated by this Agreement, and
as this Agreement shall be further amended or amended and restated from time to time
hereafter; (i) any and all references in the Loan Documents that were executed or delivered
on or after the Original Closing Date but prior to the First Restatement Date to the
Closing Date shall, without further action of the parties, be deemed a reference to the
Original Closing Date, and any and all references in the Loan Documents that were executed
and delivered on or after First Restatement Date but prior to the date hereof to the
Closing Date shall, without further action of the parties, be deemed a reference to the
First Restatement Date and (j) all security interests created under the Original Credit
Agreement and the other Loan Documents executed prior to the date hereof continue to be in
full force and effect after giving effect to the consummation of this Agreement.
 REPRESENTATIONS AND WARRANTIES
 To induce Lenders to make the Loans and to incur Letter of Credit Obligations, each Credit
Party, jointly and severally, makes the following representations and warranties to Agent
and each Lender, with respect to all Credit Parties, each and all of which shall survive the
execution and delivery of this Agreement.3.1
    
    Corporate or Limited Liability Company Existence; Compliance with LawEach Credit Party (a) is a limited liability company or corporation, as applicable, duly
organized, validly existing and in good standing under the laws of its respective
jurisdiction of organization or incorporation set forth in Disclosure Schedule (3.1); (b) is
duly qualified to conduct business and is in good standing in each other jurisdiction where
its ownership or lease of property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not result in exposure to
losses, damages or liabilities in excess of $50,000; (c) has the requisite corporate or
limited liability company, as applicable, power and authority and the legal
 38




---



##### 



right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease
the property it operates under lease and to conduct its business as is now, heretofore and
is proposed to be conducted; (d) has all material licenses, permits, consents or approvals
from or by, and has made all material filings with, and has given all material notices to,
all Governmental Authorities having jurisdiction, to the extent required for such ownership,
operation and conduct; (e) is in compliance with its charter and bylaws or certificate of
formation and operating agreement, as applicable; and (f) subject to specific
representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is
in compliance with all applicable provisions of law; except in the case of clauses (b), (d)
and (f) of this Section 3.1, where the failure to comply, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.
 3.2
    
    Executive Offices; Collateral Locations; FEINAs of the Closing Date, the current location of each Credit Partys chief executive office
and the warehouses and premises at which any Collateral is located are set forth in
Disclosure Schedule (3.2), and none of such locations has changed within the 12 months
preceding the Closing Date. In addition, Disclosure Schedule (3.2) lists the jurisdiction
of organization, organizational identification number, if any, and federal employer
identification number of each Credit Party. Each Credit Party is a registered
organization within the meaning of Article 9 of the Code.
 3.3
    
    Corporate or Limited Liability Company Power, Authorization, Enforceable ObligationsThe execution, delivery and performance by each Credit Party of the Loan Documents to which
it is a party and the creation of all Liens provided for therein: (a) are within such
Credit Partys corporate or limited liability company, as applicable, power; (b) have been
duly authorized by all necessary corporate, limited liability company, shareholder and
member action, as applicable; (c) do not contravene any provision of such Credit Partys
certificate of formation, operating agreement, charter or by laws, as applicable; (d) do not
violate any law or regulation, or any order or decree of any court or Governmental
Authority; (e) do not conflict with or result in the breach or termination of, constitute a
default under or accelerate or permit the acceleration of any performance required by, 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 that
alone or in the aggregate could reasonably be expected to have a Material Adverse Effect;
(f) 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 (g) do not require the consent or
approval of any Governmental Authority or any other Person, except those referred to in
Section 2.1(b), all of which will have been duly obtained, made or complied with prior to
the Closing Date. Each of the Loan Documents shall be duly executed and delivered by each
Credit Party that is a party thereto and each such Loan Document shall constitute a legal,
valid and binding obligation of such Credit Party enforceable against it in accordance with
its terms, subject
 39




---



##### 



to any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors
rights generally and to general principles of equity.
 3.4
    
    Financial Statements and ProjectionsAll Financial Statements concerning any Credit Party and its Subsidiaries that are referred
to below have been prepared in accordance with GAAP consistently applied throughout the
periods covered (except as disclosed therein and except, with respect to unaudited Financial
Statements, for the absence of footnotes and normal year end audit adjustments) and present
fairly in all material respects the financial position of the Persons covered thereby as at
the dates thereof and the results of their operations and cash flows for the periods then
ended.
 (a)
    
    Financial StatementsThe following Financial Statements attached hereto as Disclosure Schedule (3.4(a))
have been delivered on the date hereof:
 (i)
    
    The audited consolidated and consolidating balance sheets at
December 31, 2006 and the related statements of income and cash flows of H&E
Delaware and its Subsidiaries for the Fiscal Year then ended certified by the
Credit Parties independent certified public accountants.(ii)
    
    The unaudited consolidated and consolidating balance sheets and
related statements of income and cash flows of H&E Delaware and its
Subsidiaries for each Fiscal Month from January 2007 through May 31, 2007.
 (b)
    
    Pro FormaThe Pro Forma delivered on or prior to and attached hereto as Disclosure Schedule
(3.4(b)) was prepared by Borrowers giving pro forma effect to the Related
Transactions, and was prepared in accordance with GAAP, with only such adjustments
thereto as would be required in accordance with GAAP.(c)
    
    ProjectionsThe Projections delivered on or prior to the Closing Date and attached hereto as
Disclosure Schedule (3.4(c)) have been prepared by Borrowers in light of the past
operations of their businesses (including the actual results of past operations
during the twelve month period prior to the Closing Date), and reflect profit and
loss projections on a month by month basis for the Fiscal Years ending December 31,
2007. The Projections are based upon estimates and assumptions stated therein, all
of which Borrowers believe to be reasonable and fair in light of current conditions
and current facts known to Borrowers and, as of the Closing Date, reflect Borrowers
good faith and reasonable estimates of the future financial performance of Borrowers
and of the other information projected therein for the period set forth therein.
 40




---



##### 



3.5
    
    Material Adverse EffectSince December 31, 2006: (a) none of the Credit Parties has incurred any obligations,
contingent or noncontingent liabilities, liabilities for Charges, long-term leases or
unusual forward or long-term commitments that are not reflected in the Pro Forma and that,
alone or in the aggregate, could reasonably be expected to have a Material Adverse Effect,
(b) no contract, lease or other agreement or instrument has been entered into by any Credit
Party or has become binding upon any Credit Partys assets and no law or regulation
applicable to any Credit Party has been adopted that has had or could reasonably be expected
to have a Material Adverse Effect, and (c) no Credit Party is in default and to the best of
any Credit Partys knowledge no third party is in default under any material contract, lease
or other agreement or instrument, that alone or in the aggregate could reasonably be
expected to have a Material Adverse Effect. Since December 31, 2006, no event has occurred,
that alone or together with other events, could reasonably be expected to have a Material
Adverse Effect. For all purposes of this Section 3.5, the entering into of the Related
Transaction Documents and the consummation of the Related Transactions shall be deemed not
to have a Material Adverse Effect.3.6
    
    Ownership of Property; Liens
 (a)
    
    As of the Closing Date, the real estate (together with any real property
acquired by any Borrower or Guarantor after the Closing Date, Real Estate)
designated as such and listed in Disclosure Schedule (3.6) constitutes all of the real
property owned, leased, subleased, or operated by any Credit Party. Except as
disclosed in Disclosure Schedule (3.6), each Credit Party owns good and marketable fee
simple title to all of its owned Real Estate, and valid and marketable leasehold
interests in all of its leased Real Estate, all as more particularly described on such
schedule, and copies of all such leases or a summary of terms thereof reasonably
satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further
describes any Real Estate with respect to which any Credit Party is a lessor,
sublessor or assignor as of the Closing Date. Each Credit Party also has good and
marketable title to, or valid leasehold interests in, all of its personal properties
and assets, including, without limitation, those Titled Vehicles described in
Disclosure Schedule (3.6). As of the Closing Date, none of the properties and assets
of any Credit Party are subject to any Liens other than Permitted Encumbrances, and
there are no facts, circumstances or conditions known to any Credit Party that may
result in any Liens (including Liens arising under Environmental Laws) other than
Permitted Encumbrances. Except as described in Disclosure Schedule (3.6), each Credit
Party has received all deeds, certificates of title, assignments, waivers, consents,
nondisturbance and attornment or similar agreements, bills of sale and other
documents, and has duly effected all recordings, filings and other actions necessary
to establish, protect and perfect such Credit Partys right, title and interest in and
to all such Real Estate and other properties and assets including, without limitation,
the Titled Vehicles. Disclosure Schedule (3.6) also describes any purchase options,
rights of first refusal or other similar contractual rights pertaining to any Real
Estate. No portion of
 41




---



##### 



any Credit Partys Real Estate has suffered any material damage by fire or other
casualty loss that has not heretofore been repaired and restored in all material
respects to its original condition or otherwise remedied. All material permits
required to have been issued or appropriate to enable the Real Estate to be
lawfully occupied and used for all of the purposes for which it is currently
occupied and used have been lawfully issued and are in full force and effect.
 3.7
    
    Labor MattersAs of the Closing Date (a) no strikes or other material labor disputes against any Credit
Party are pending or, to any Credit Partys knowledge, threatened that could reasonably be
expected to have a Material Adverse Effect; (b) hours worked by and payment made to
employees of each Credit Party comply in all material respects with the Fair Labor Standards
Act and each other federal, state, local or foreign law applicable to such matters; (c) all
material payments due from any Credit Party for employee health and welfare insurance have
been paid or accrued as a liability on the books of such Credit Party; (d) except as set
forth in Disclosure Schedule (3.7), no Credit Party is a party to or bound by any collective
bargaining agreement, management agreement, consulting agreement, employment agreement,
bonus, restricted stock, stock option, stock appreciation plan or agreement or any similar
plan, agreement or arrangement (and true and complete copies of any agreements described in
Disclosure Schedule (3.7) have been delivered to Agent); (e) except as set forth in
Disclosure Schedule (3.7), there is no organizing activity involving any Credit Party
pending or, to any Credit Partys knowledge, threatened by any labor union or group of
employees; (f) except as set forth in Disclosure Schedule (3.7), there are no representation
proceedings pending or, to any Credit Partys knowledge, threatened with the National Labor
Relations Board, and no labor organization or group of employees of any Credit Party has
made a pending demand for recognition; and (g) except as set forth in Disclosure Schedule
(3.7), there are no complaints or charges against any Credit Party pending or, to the
knowledge of any Credit Party, threatened to be filed with any Governmental Authority or
arbitrator based on, arising out of, in connection with, or otherwise relating to the
employment or termination of employment by any Credit Party of any individual that could
reasonably be expected to have a Material Adverse Effect.
 3.8
    
    Ventures, Subsidiaries and Affiliates; Outstanding Stock and IndebtednessExcept as set forth in Disclosure Schedule (3.8), as of the Closing Date, no Credit Party
has any Subsidiaries, is engaged in any joint venture or partnership with any other Person,
or is an Affiliate of any other Person. All of the issued and outstanding Stock of each
Credit Party is owned by each of the members or Stockholders, as applicable, and in the
amounts set forth in Disclosure Schedule (3.8). Except as set forth in Disclosure Schedule
(3.8), there are no outstanding rights to purchase, options, warrants or similar rights or
agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or
redeem any of its Stock or other equity securities or any Stock or other equity securities
of its Subsidiaries. All outstanding Indebtedness and Guaranteed Indebtedness of each
Credit Party as of the Closing Date is described in Section 6.3 (including Disclosure
Schedule (6.3)). None of the Credit Parties other
 42




---



##### 



than Borrowers has any assets (except Stock of their Subsidiaries) or any Indebtedness or
Guaranteed Indebtedness. No Credit Party has any outstanding Indebtedness or true lease
obligations secured by a Lien described in Section 6.7(c) or Section 6.7(d) except as
described in Disclosure Schedule (6.3) under the heading Vendor Financings.
 3.9
    
    Government RegulationNo Credit Party is an investment company or an affiliated person of, or promoter or
principal underwriter for, an investment company, as such terms are defined in the
Investment Company Act of 1940. No Credit Party is subject to regulation under the Federal
Power Act or any other federal or state statute that restricts or limits its ability to
incur Indebtedness or to perform its obligations hereunder. The making of the Loans by
Lenders to Borrowers, the incurrence of the Letter of Credit Obligations on behalf of
Borrowers, the application of the proceeds thereof and repayment thereof and the
consummation of the Related Transactions will not violate any provision of any such statute
or any rule, regulation or order issued by the Securities and Exchange Commission.3.10
    
    Margin RegulationsNo Credit Party is engaged, nor will it engage, principally or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying any margin stock as such terms are defined in Regulation U of the Federal
Reserve Board as now and from time to time hereafter in effect (such securities being
referred to herein as Margin Stock). No Credit Party owns any Margin Stock, and none of
the proceeds of the Loans or other extensions of credit under this Agreement will be used,
directly or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the
purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or
carry any Margin Stock or for any other purpose that might cause any of the Loans or other
extensions of credit under this Agreement to be considered a purpose credit within the
meaning of Regulations T, U or X of the Federal Reserve Board. No Credit Party will take or
permit any Subsidiary to take any action that might cause any Loan Document to violate any
regulation of the Federal Reserve Board.3.11
    
    TaxesAll tax returns, reports and statements, including information returns, required by any
Governmental Authority to be filed by any Credit Party have been filed with the appropriate
Governmental Authority and all Taxes have been paid prior to the date on which any fine,
penalty, interest or late charge may be added thereto for nonpayment thereof (or any such
fine, penalty, interest, late charge or loss has been paid), except (a) Taxes or other
amounts being contested in accordance with Section 5.2(b) or (b) to the extent that the
failure to file or pay could not reasonably be expected to result in a Material Adverse
Effect. Proper and accurate amounts have been withheld by each Credit Party from its
respective employees for all periods in full and complete compliance with all applicable
federal, state, local and foreign laws and such withholdings have been timely paid to the
respective Governmental Authorities. Disclosure
 43




---



##### 



Schedule (3.11) sets forth as of the Closing Date those taxable years for which any Credit
Partys tax returns are currently being audited by the IRS or any other applicable
Governmental Authority and any assessments or threatened assessments in connection with such
audit, or otherwise currently outstanding. Except as described in Disclosure Schedule
(3.11), no Credit Party has executed or filed with the IRS or any other Governmental
Authority any agreement or other document extending, or having the effect of extending, the
period for assessment or collection of any Charges. None of the Credit Parties or their
respective predecessors are liable for any Taxes: (a) under any agreement (including any
tax sharing agreements), (b) to any Credit Partys knowledge, as a transferee or (c) under
Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local or foreign
law or regulation. As of the Closing Date, no Credit Party has agreed or been requested to
make any adjustment under IRC Section 481(a), by reason of a change in accounting method or
otherwise, which would have a Material Adverse Effect. As of the Closing Date, no Credit
Party has participated in a reportable transaction within the meaning of Treasury
Regulation Section 1.6011-4(b).3.12
    
    ERISA
 (a)
    
    Disclosure Schedule (3.12) lists all material Plans and separately identifies
all Pension Plans, including Title IV Plans, Multiemployer Plans and Welfare Plans,
including all Retiree Welfare Plans. Copies of all Title IV Plans, together with a
copy of the latest IRS/DOL 5500-series form for each such Title IV Plan, have been
made available to Agent. Except as would not reasonably be expected to have a
Material Adverse Effect (i) except with respect to Multiemployer Plans, each Qualified
Plan has received a favorable determination letter from the IRS, and nothing has
occurred that would cause the loss of such Qualified Plans qualification; (ii) each
Plan is in compliance in all material respects with the applicable provisions of ERISA
and the IRC, including the timely filing of all reports required under the IRC or
ERISA; (iii) neither any Credit Party nor any ERISA Affiliate has failed to make any
contribution or pay any amount due as required by either Section 412 of the IRC or
Section 302 of ERISA or the terms of any Title IV Plan; and (iv) no Credit Party or
any ERISA Affiliate has engaged in a prohibited transaction, as defined in Section
406 of ERISA and Section 4975 of the IRC, that will subject any Credit Party to a
material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section
4975 of the IRC.(b)
    
    Except as set forth in Disclosure Schedule (3.12): (i) no Title IV Plan has
any material Unfunded Pension Liability; (ii) no ERISA Event or event described in
Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is
reasonably expected to occur that in all cases could reasonably be expected a Material
Adverse Effect; (iii) there are no pending, or to the knowledge of any Credit Party,
threatened claims (other than claims for benefits in the normal course), sanctions,
actions or lawsuits, asserted or instituted against any Plan or any Person as
fiduciary or sponsor of any Plan that could reasonably be expected to have a Material
Adverse Effect; (iv) no Credit Party or ERISA Affiliate has incurred or reasonably
expects to incur any liability as a result of a
 44




---



##### 



complete or partial withdrawal from a Multiemployer Plan that could reasonably be
expected to have a Material Adverse Effect; (v) within the last five years no Title
IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not
in a standard termination as that term is used in Section 4041(b)(1) of ERISA,
nor has any Title IV Plan of any Credit Party or any ERISA Affiliate (determined at
any time within the last five years) with Unfunded Pension Liabilities been
transferred outside of the controlled group (within the meaning of Section
4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate (determined at the
time of any such transfer).
 3.13
    
    No LitigationNo action, claim, lawsuit, demand, investigation or proceeding is now pending or, to the
knowledge of any Credit Party, threatened against any Credit Party or before any
Governmental Authority or before any arbitrator or panel of arbitrators (collectively,
Litigation), (a) that challenges any Credit Partys, right or power to enter into or
perform any of its obligations under any Related Transaction Document or any Loan Document
to which it is a party, or the validity or enforceability of any Related Transaction
Document or any Loan Document or any action taken thereunder, or (b) that has a reasonable
risk of being determined adversely to any Credit Party, and which, if so determined, could
reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure
Schedule (3.13), as of the Closing Date there is no Litigation pending or to any Credit
Partys knowledge threatened against any Credit Party that seeks damages in excess of
$100,000 or injunctive relief against, or alleges criminal misconduct of, any Credit Party.3.14
    
    BrokersNo broker or finder brought about the obtaining, making or closing of the Loans or the
Related Transactions, and no Credit Party or Affiliate thereof has any obligation to any
Person in respect of any finders or brokerage fees in connection therewith.3.15
    
    Intellectual PropertyAs of the Closing Date, each Credit Party owns or has rights to use all Intellectual
Property material to the continuance of the conduct of its business as now or heretofore
conducted by it or proposed to be conducted by it, and each Patent, each registration or
each application for registration of each Trademark, each Copyright and each License is
listed, together with application or registration numbers, as applicable, in Disclosure
Schedule (3.15). Each Credit Party conducts its business and affairs without material
infringement of or material interference with any Intellectual Property of any other Person.
Except as set forth in Disclosure Schedule (3.15), no Credit Party is aware of any
infringement claim by any other Person with respect to any Intellectual Property.
 45




---



##### 



3.16
    
    Full DisclosureNo information contained in this Agreement, any of the other Loan Documents, any
Projections, Financial Statements or Collateral Reports or other written reports from time
to time delivered hereunder or any written statement furnished by or on behalf of any Credit
Party to Agent or any Lender pursuant to the terms of this Agreement contains or will
contain any untrue statement of a material fact or omits or will omit to state a material
fact necessary to make the statements contained herein or therein not misleading in light of
the circumstances under which they were made. The Liens granted to Agent, on behalf of
itself and Lenders, pursuant to the Collateral Documents will at all times be fully
perfected first priority Liens in and to the Collateral described therein, subject, as to
priority, only to Permitted Encumbrances.3.17
    
    Environmental Matters
 (a)
    
    Except as set forth in Disclosure Schedule (3.17), as of the Closing Date:
(i) the Real Estate is free of contamination from any Hazardous Material except for
such contamination that would not adversely impact the value or marketability of such
Real Estate and that would not result in Environmental Liabilities that could
reasonably be expected to exceed $250,000; (ii) no Credit Party has caused or suffered
to occur any Release of Hazardous Materials on, at, in, under, above, to, from or
about any of its Real Estate that would result in Environmental Liabilities that could
reasonably be expected to exceed $250,000; (iii) each Credit Party is and has been in
compliance with all Environmental Laws, except for such noncompliance that would not
result in Environmental Liabilities which could reasonably be expected to exceed
$250,000; (iv) each Credit Party has obtained, and is in compliance with, all
Environmental Permits required by Environmental Laws for the operations of its
businesses as presently conducted or as proposed to be conducted, except where the
failure to so obtain or comply with such Environmental Permits would not result in
Environmental Liabilities that could reasonably be expected to exceed $250,000, and
all such Environmental Permits are valid, uncontested and in good standing; (v) no
Credit Party is involved in operations or knows of any facts, circumstances or
conditions, including any Releases of Hazardous Materials, that are likely to result
in any Environmental Liabilities of Borrowers that could reasonably be expected to
exceed $250,000, and no Credit Party has permitted any current or former tenant or
occupant of the Real Estate to engage in any such operations; (vi) there is no
Litigation arising under or related to any Environmental Laws, Environmental Permits
or Hazardous Material that seeks damages, penalties, fines, costs or expenses in
excess of $100,000 or injunctive relief, or which alleges criminal misconduct by any
Credit Party, (vii) no notice has been received by any Credit Party identifying it as
a potentially responsible party or requesting information under CERCLA or analogous
state statutes, and to the knowledge of any Credit Party, there are no facts,
circumstances or conditions that may result in any Credit Party being identified as a
potentially responsible party under CERCLA or analogous state statutes; and (viii)
the Credit Parties have provided to
 46




---



##### 



Agent copies of all material existing environmental reports, reviews and audits and
all material written information in their possession pertaining to actual or
potential Environmental Liabilities, in each case relating to the Credit Parties.(b)
    
    Each Credit Party hereby acknowledges and agrees that Agent (i) is not now,
and has not ever been in control of any of the Real Estate or any Credit Partys
affairs, and (ii) does not have the capacity through the provisions of the Loan
Documents or otherwise to influence any Credit Partys conduct with respect to the
ownership, operation or management of any of its Real Estate or compliance with
Environmental Laws or Environmental Permits.
 3.18
    
    InsuranceDisclosure Schedule (3.18) lists all insurance policies of any nature maintained, as of the
Closing Date, for current occurrences by each Credit Party, as well as a summary of the
terms of each such policy.3.19
    
    Deposit and Disbursement AccountsDisclosure Schedule (3.19) lists all banks and other financial institutions at which each
Credit Party maintains deposit or other accounts as of the Closing Date, including any
Disbursement Accounts, and such Schedule correctly identifies the name, address and
telephone number of each depository, the name in which the account is held, a description of
the purpose of the account, and the complete account number therefor.3.20
    
    Government ContractsExcept as set forth in Disclosure Schedule (3.20), as of the Closing Date, no Credit Party
is a party to any contract or agreement with any Governmental Authority the value of which
exceeds $100,000 and no Credit Partys Accounts are subject to the Federal Assignment of
Claims Act, as amended (31 U.S.C. Section 3727) or any similar foreign, state or local law.3.21
    
    Customer and Trade RelationsAs of the Closing Date, there exists no actual or, to the knowledge of any Credit Party,
threatened termination or cancellation of, or any material adverse modification or change
in: (a) the business relationship of any Credit Party with any customer or group of
customers whose purchases during the preceding twelve (12) months caused it or them, as
applicable, to be ranked among the ten largest customers of such Credit Party, considered as
a whole; or (b) the business relationship of any Credit Party with any supplier or group of
suppliers whose sales during the preceding twelve (12) months caused it or them, as
applicable, to be ranked among the ten largest suppliers of such Credit Party.
 47




---



##### 



3.22
    
    Agreements and Other DocumentsAs of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of
Lenders, accurate and complete copies (or summaries) of all of the following agreements or
documents to which it is subject and each of which is listed in Disclosure Schedule (3.22):
(a) supply agreements and purchase agreements not terminable by such Credit Party within
sixty (60) days following written notice issued by such Credit Party and involving
transactions in excess of $1,000,000 per annum; (b) leases by such Credit Party as lessee of
Equipment Inventory having a remaining term of one year or longer, the total value of leases
of Equipment Inventory as to which a Credit Party is lessee, for each lessor, the annual
payments on all such leases of Equipment Inventory and the Operating Lease Payoff Value for
each operating lease of Equipment Inventory of a Borrower or a Guarantor; (c) licenses and
permits held by such Credit Party, the absence of which could be reasonably likely to have a
Material Adverse Effect; (d) instruments and documents evidencing any Indebtedness or
Guaranteed Indebtedness of such Credit Party and any Lien (other than Permitted
Encumbrances) granted by such Credit Party with respect thereto; and (e) instruments and
agreements evidencing the issuance of any equity securities, warrants, rights or options to
purchase equity securities of such Credit Party. With respect to the leases referred to in
clause (b) above, other than as set forth on Disclosure Schedule (3.22), no Credit Party has
any obligation in such lease or otherwise to purchase such Equipment Inventory from the
lessor of such Equipment Inventory at any time. As of the Closing Date, each Borrower has
provided to Agent the forms of lease under which such Borrower leases Equipment Inventory to
third Persons.3.23
    
    SolvencyBoth before and after giving effect to (a) the Loans and Letter of Credit Obligations to be
made or incurred on the Closing Date or such other date as Loans and Letter of Credit
Obligations requested hereunder are made or incurred, (b) the disbursement of the proceeds
of such Loans pursuant to the instructions of Borrower Representative, (c) the consummation
of the Related Transactions and (d) the payment and accrual of all transaction costs in
connection with the foregoing, each Credit Party is and will be Solvent.3.24
    
    Titled VehiclesEach of each Borrower and Burress is in the business of selling (as such phrase is used in
section 9-311(d) of the Code) all Equipment Inventory constituting Titled Vehicles now or
hereafter owned by such Borrower, other than those types of Titled Vehicles set forth on
Disclosure Schedule (3.24).3.25
    
    Burress Acquisition DocumentsAs of the Closing Date, Borrowers have delivered to Agent a complete and correct copy of
each of the Burress Acquisition Documents.
 48




---



##### 



4
    
    FINANCIAL STATEMENTS AND INFORMATION4.1
    
    Reports and Notices
 (a)
    
    Each Credit Party hereby agrees that from and after the Closing Date and
until the Termination Date, it shall deliver to Agent or to Agent and Lenders, as
required, the Financial Statements, notices, Projections and other information at the
times, to the Persons and in the manner set forth in Annex E.(b)
    
    Each Credit Party hereby agrees that from and after the Closing Date and
until the Termination Date, it shall deliver to Agent or to Agent and Lenders, as
required, the various Collateral Reports (including Borrowing Base Certificates in the
form of Exhibit 4.1(b)) at the times, to the Persons and in the manner set forth in
Annex F.
 4.2
    
    Communication with AccountantsEach Credit Party authorizes (a) Agent and (b) so long as an Event of Default has occurred
and is continuing, each Lender, to communicate directly with its independent certified
public accountants and authorizes and, at Agents request, shall instruct those accountants
and advisors to disclose and make available to Agent and each Lender any and all Financial
Statements and other supporting financial documents, schedules and information relating to
any Credit Party (including copies of any issued management letters) with respect to the
business, financial condition and other affairs of any Credit Party.5
    
    AFFIRMATIVE COVENANTSEach Credit Party jointly and severally agrees as to all Credit Parties that from and after
the date hereof and until the Termination Date:5.1
    
    Maintenance of Existence and Conduct of BusinessEach Credit Party shall: (a) do or cause to be done all things necessary to preserve and
keep in full force and effect its existence as a limited liability company or a corporation,
as the case may be, and its rights and franchises; (b) continue to conduct its business
substantially as now conducted or as otherwise permitted hereunder; (c) at all times
maintain, preserve and protect all of its assets and properties used or useful in the
conduct of its business, and keep the same in good repair, working order and condition in
all material respects (taking into consideration ordinary wear and tear) and from time to
time make, or cause to be made, all necessary or appropriate repairs, replacements and
improvements thereto consistent with industry practices; and (d) transact business only in
such limited liability company, corporate and trade names as are set forth in Disclosure
Schedule (5.1).5.2
    
    Payment of Charges
 (a)
    
    Subject to Section 5.2(b), each Credit Party shall pay and discharge or cause
to be paid and discharged promptly all Charges payable by it, including (i) Charges
imposed upon
 49




---



##### 



it, its income and profits, or any of its property (real, personal or mixed) and
all Charges with respect to tax, social security and unemployment withholding with
respect to its employees, and (ii) lawful claims for labor, materials, supplies and
services or otherwise, and (iii) all storage or rental charges payable to
warehousemen or bailees, in each case, before any thereof shall become past due.(b)
    
    Each Credit Party may in good faith contest, by appropriate proceedings, the
validity or amount of any Charges, Taxes or claims described in Section 5.2(a);
provided, that (i) adequate reserves with respect to such contest are maintained on
the books of such Credit Party, in accordance with GAAP; (ii) no Lien shall be
imposed to secure payment of such Charges (other than payments to warehousemen and/or
bailees and Permitted Encumbrances) that is superior to any of the Liens securing the
Obligations and such contest is maintained and prosecuted continuously and with
diligence and operates to suspend collection or enforcement of such Charges; (iii)
none of the Collateral becomes subject to forfeiture or loss as a result of such
contest; (iv) such Credit Party shall promptly pay or discharge such contested
Charges, Taxes or claims and all additional charges, interest, penalties and expenses,
if any, and shall deliver to Agent evidence reasonably acceptable to Agent of such
compliance, payment or discharge, if such contest is terminated or discontinued
adversely to such Credit Party or the conditions set forth in this Section 5.2(b) are
no longer met, and (v) Agent has not advised such Credit Party in writing that Agent
reasonably believes that nonpayment or nondischarge thereof could have or result in a
Material Adverse Effect.
 5.3
    
    Books and RecordsEach Credit Party shall keep adequate books and records with respect to its business
activities in which proper entries, reflecting all financial transactions, are made in
accordance with GAAP and on a basis consistent with the Financial Statements attached as
Disclosure Schedule (3.4(a)).5.4
    
    Insurance; Damage to or Destruction of Collateral
 (a)
    
    Each Credit Party shall at its sole cost and expense, maintain the policies
of insurance described in Disclosure Schedule (3.18) as in effect on the date hereof,
and each Person succeeding to the position of such individual, or otherwise in form
and amounts and with insurers reasonably acceptable to Agent. Such policies of
insurance (or the loss payable and additional insured endorsements delivered to Agent)
shall contain provisions pursuant to which the insurer agrees to provide 30 days prior
written notice to Agent in the event of any non-renewal, cancellation or amendment of
any such insurance policy. If any Credit Party at any time or times hereafter shall
fail to obtain or maintain any of the policies of insurance required above or to pay
all premiums relating thereto, Agent may at any time or times thereafter obtain and
maintain such policies of insurance and pay such premiums and take any other action
with respect thereto that Agent deems advisable. Agent shall have no obligation to
obtain insurance for any Credit Party or pay any premiums therefor. By doing so,
Agent shall not be deemed to
 50




---



##### 



have waived any Default or Event of Default arising from any Credit Partys failure
to maintain such insurance or pay any premiums therefor. All sums so disbursed,
including reasonable attorneys fees, court costs and other charges related
thereto, shall be payable on demand by Borrowers to Agent and shall be additional
Obligations hereunder secured by the Collateral.(b)
    
    Agent reserves the right at any time upon any change in any Credit Partys
risk profile (including any change in the product mix maintained by any Credit Party
or any laws affecting the potential liability of such Credit Party) to require
additional forms and limits of insurance to, in Agents opinion, adequately protect
both Agents and Lenders interests in all or any portion of the Collateral and to
ensure that each Credit Party is protected by insurance in amounts and with coverage
customary for its industry. If reasonably requested by Agent, each Credit Party shall
deliver to Agent from time to time a report of a reputable insurance broker,
reasonably satisfactory to Agent, with respect to its insurance policies.(c)
    
    Each Credit Party shall deliver to Agent, in form and substance reasonably
satisfactory to Agent, endorsements to (i) all All Risk, keyman life insurance and
business interruption insurance naming Agent, on behalf of itself and Lenders, as loss
payee, and (ii) all general liability and other liability policies naming Agent, on
behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably
makes, constitutes and appoints Agent (and all officers, employees or agents
designated by Agent), so long as any Event of Default has occurred and is continuing
or the anticipated insurance proceeds exceed $5,000,000, as such Credit Partys true
and lawful agent and attorney-in-fact for the purpose of making, settling and
adjusting claims under such All Risk policies of insurance, endorsing the name of
such Credit Party on any check or other item of payment for the proceeds of such All
Risk policies of insurance and for making all determinations and decisions with
respect to such All Risk policies of insurance. Agent shall have no duty to
exercise any rights or powers granted to it pursuant to the foregoing
power-of-attorney. Borrower Representative shall promptly notify Agent of any loss,
damage, or destruction to the Collateral in the amount of $1,000,000 or more, whether
or not covered by insurance. After deducting from such proceeds the expenses, if any,
incurred by Agent in the collection or handling thereof, such proceeds shall be
applied to the Obligations except as otherwise provided by Section 1.3(d).(d)
    
    Borrower Representative shall, immediately upon learning of the institution
of any proceeding for the condemnation or other taking of any property of any Credit
Party in excess of $1,000,000 in the aggregate for all such condemnations or takings,
notify the Agent of the pendency of such proceeding, and agree that the Agent may
participate in any such proceeding, and Borrower Representative from time to time will
deliver to the Agent all instruments reasonably requested by the Agent to permit such
participation. The Agent is authorized to collect the proceeds of any such
condemnation claim or
 51




---



##### 



award and such proceeds shall be applied to the Obligations, except as otherwise
provided in Section 1.3(d).
 5.5
    
    Compliance with LawsEach Credit Party shall comply with all federal, state, local and foreign laws and
regulations applicable to it, including those relating to licensing, ERISA and labor matters
and Environmental Laws and Environmental Permits, except to the extent that the failure to
comply, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.5.6
    
    Supplemental DisclosureFrom time to time as may be reasonably requested by Agent (which request will not be made
more frequently than once each year absent the occurrence and continuance of a Default or an
Event of Default), Credit Parties shall supplement each Disclosure Schedule hereto, or any
representation herein or in any other Loan Document, with respect to any matter hereafter
arising that, if existing or occurring at the date of this Agreement, would have been
required to be set forth or described in such Disclosure Schedule or as an exception to such
representation or that is necessary to correct any information in such Disclosure Schedule
or representation which has been rendered inaccurate thereby (and, in the case of any
supplements to any Disclosure Schedule, such Disclosure Schedule shall be appropriately
marked to show the changes made therein); provided, that (a) no such supplement to any such
Disclosure Schedule or representation shall amend, supplement or otherwise modify any
Disclosure Schedule or representation, or be or be deemed a waiver of any Default or Event
of Default resulting from the matters disclosed therein, except as consented to by Agent and
Requisite Lenders in writing; and (b) no supplement shall be required or permitted as to
representations and warranties that relate solely to the Closing Date.5.7
    
    Intellectual PropertyEach Credit Party will conduct its business and affairs without material infringement of or
material interference with any Intellectual Property of any other Person; provided, that to
the extent any Credit Party learns of any such material infringement or interference and
such Credit Party promptly takes steps to eliminate such infringement or interference (by
procuring a license or otherwise) such Credit Party shall not be deemed to be in violation
of this Section 5.7 so long as such Credit Party is entitled to continue to use such
Intellectual Property.5.8
    
    Environmental MattersEach Credit Party shall and shall cause each Person within its reasonable control to: (a)
conduct its operations and keep and maintain its Real Estate in compliance with all
Environmental Laws and Environmental Permits other than noncompliance that could not
reasonably be expected to have a Material Adverse Effect; (b) implement any and all
investigation, remediation, removal and response actions that are appropriate or necessary
to maintain the value and marketability of the Real Estate or to otherwise comply with
Environmental Laws and Environmental Permits
 52




---



##### 



pertaining to the presence, generation, treatment, storage, use, disposal, transportation or
Release of any Hazardous Material on, at, in, under, above, to, from or about any of its
Real Estate; (c) notify Agent promptly after such Credit Party becomes aware of any
violation of Environmental Laws or Environmental Permits or any Release on, at, in, under,
above, to, from or about any Real Estate which could reasonably be expected to result in
Environmental Liabilities in excess of $250,000; and (d) promptly forward to Agent a copy of
any order, notice, request for information or any written communication or report received
by such Credit Party in connection with any such violation or Release or any other matter
relating to any Environmental Laws or Environmental Permits that could reasonably be
expected to result in Environmental Liabilities in excess of $250,000, in each case whether
or not the Environmental Protection Agency or any Governmental Authority has taken or
threatened any action in connection with any such violation, Release or other matter. If
Agent at any time has a reasonable basis to believe that there may be a violation of any
Environmental Laws or Environmental Permits by any Credit Party or any Environmental
Liability arising thereunder, or a Release of Hazardous Materials on, at, in, under, above,
to, from or about any of its Real Estate, which, in each case, could reasonably be expected
to have a Material Adverse Effect, then Credit Parties shall, upon Agents written request
(i) cause the performance of an environmental audit, which may include subsurface sampling
of soil and groundwater, and preparation of an environmental report with respect to the
subject matter of such breach, at Credit Parties expense, as Agent may from time to time
reasonably request, which shall be conducted by reputable environmental consulting firms
reasonably acceptable to Agent and shall be in form and substance reasonably acceptable to
Agent, and (ii) permit Agent or its representatives to have access to all Real Estate for
the purpose of conducting environmental audits and testing with respect to the subject
matter of such breach, as Agent deems appropriate, including subsurface sampling of soil and
groundwater, provided, that Agent provides Borrower Representative with reasonable prior
notice and conducts, or causes its representatives to conduct, all such audits and tests in
a manner reasonably directed to minimize interference with the applicable Credit Partys
business. Borrowers shall reimburse Agent for the reasonable costs of such audits and tests
and the same will constitute a part of the Obligations secured hereunder.5.9
    
    Landlords Agreements, Mortgagee Agreements, Bailee Letters, Real Estate Purchases and Vendor
Inter-Creditor Agreements
 (a)
    
    If requested by Agent, Credit Party shall use its commercially reasonable
best efforts to obtain a landlords agreement, mortgagee agreement or bailee letter,
as applicable, from the lessor of each leased property, mortgagee of owned property or
bailee with respect to any warehouse, processor or converter facility or other
location where Collateral is stored or located (other than with respect to Equipment
Inventory which is being leased by a Borrower to others in the ordinary course of such
Borrowers business), which agreement or letter shall contain a waiver or
subordination of all Liens or claims that the landlord, mortgagee or bailee may assert
against the Collateral at that location, and shall otherwise be reasonably
satisfactory in form and substance to Agent. If Agent has not received a landlord or
mortgagee agreement or bailee letter at any such location within
 53




---



##### 



thirty (30) days following the first placement of Collateral at such location, the
applicable Borrowers Eligible Parts and Tools Inventory, Eligible Rolling Stock or
Eligible Equipment Inventory at that location shall, in Agents discretion, be
excluded from the applicable Borrowers Borrowing Base or be subject to such
Reserves as may be established in good faith by Agent in its reasonable credit
judgment and as set forth in Sections 1.6A, 1.7 and 1.7A. After the Closing Date,
no real property or warehouse space shall be leased by any Borrower and no Parts
and Tools Inventory or Equipment Inventory shall be shipped to a processor or
converter under arrangements established after the Closing Date without prior
written notice to Agent. Each Credit Party shall timely and fully pay and perform
its obligations in all material respects under all leases and other agreements with
respect to each leased location or public warehouse where any Collateral is or may
be located. To the extent otherwise permitted hereunder, if any Credit Party
proposes to acquire a fee ownership or leasehold interest in Real Estate after the
Closing Date, it shall first provide to Agent written notice thereof and (at the
reasonable request of Agent) a mortgage or deed of trust granting Agent a first
priority Lien on such Real Estate, together with a FIRREA compliant appraisal (if
requested by Agent), environmental audits, mortgage title insurance commitment,
real property survey, local counsel opinions, and, if required by Agent,
supplemental casualty insurance and flood insurance, and such other documents,
instruments or agreements reasonably requested by Agent, in each case, in form and
substance reasonably satisfactory to Agent.(b)
    
    At the request of Agent, each applicable Borrower shall execute and deliver
or cause to be executed and delivered to Agent a mortgage or deed of trust granting to
Agent a first priority Lien on any Real Estate at any time owned by such Borrower (or,
if such Real Estate is subject to any prior Liens as of the Closing Date, a Lien
subject only to such prior Liens), together with a FIRREA compliant appraisal,
environmental audit, mortgage title insurance commitment, real property survey, local
counsel opinion, and if required by Agent, supplemental casualty insurance, and such
other documents, instruments or agreements reasonably requested by Agent, in each
case, in form and substance satisfactory to Agent.(c)
    
    Prior to entering into any financing arrangement described in Section 6.7(c)
or Section 6.7(d), a Borrower shall notify Agent. In the event that a Borrower
obtains knowledge of the assignment by any holder of any such Lien referred to in
Section 6.7(c) or Section 6.7(d), or the owner of any equipment leased by such
Borrower has transferred or sold such Lien or Equipment to another Person, such
Borrower shall notify Agent and use reasonable efforts to cause such Person to enter
into an applicable Vendor Inter-Creditor Agreement with such Person.
 5.10
    
    Government AccountsEach Borrower shall at any time upon reasonable request by the Agent prepare and deliver to
the Agent a report setting forth all of its Accounts on which the Account Debtor is the
United States
 54




---



##### 



or Canadian Government or a political subdivision thereof, or any state, province or
municipality or department, agency or instrumentality thereof, which such report shall
disclose the name of the Account Debtor, the amount of such Account and any other
information the Agent shall reasonably request.5.11
    
    Further Assurances
 (a)
    
    Each Credit Party shall ensure that all written information, exhibits and
reports furnished to the Agent or the Lenders do not and will not contain any untrue
statement of a material fact and do not and will not omit to state any material fact
or any fact necessary to make the statements contained therein not misleading in light
of the circumstances in which made, and will promptly disclose to the Agent and the
Lenders and correct any defect or error that may be discovered therein or in any Loan
Document or in the execution, acknowledgement or recordation thereof.(b)
    
    Promptly upon request by the Agent, the Credit Parties shall (and, subject to
the limitations hereinafter set forth, shall cause each of their Subsidiaries to) take
such additional actions as the Agent may reasonably require from time to time in order
(i) to carry out more effectively the purposes of this Agreement or any other Loan
Document, (ii) to subject to the Liens created by any of the Collateral Documents any
of the properties, rights or interests covered by any of the Collateral Documents,
(iii) to perfect and maintain the validity, effectiveness and priority of any of the
Collateral Documents and the Liens intended to be created thereby, and (iv) to better
assure, convey, grant, assign, transfer, preserve, protect and confirm to the Agent
and Lenders the rights granted or now or hereafter intended to be granted to the Agent
and the Lenders under any Loan Document or under any other document executed in
connection therewith. Without limiting the generality of the foregoing and except as
otherwise approved in writing by Requisite Lenders, the Credit Parties shall cause
each of their Domestic Subsidiaries to guaranty the Obligations and to cause each such
Subsidiary to grant to the Agent, for the benefit of the Agent and Lenders, a security
interest in, subject to the limitations hereinafter set forth, all of such
Subsidiarys property to secure such guaranty. Furthermore and except as otherwise
approved in writing by Requisite Lenders, each Credit Party shall, and shall cause
each of its Domestic Subsidiaries to, pledge all of the Stock and Stock equivalents of
each of its Domestic Subsidiaries, in each instance, to the Agent, for the benefit of
the Agent and Lenders, to secure the Obligations. In connection with each pledge of
Stock and Stock equivalents, the Credit Parties shall deliver, or cause to be
delivered, to the Agent, irrevocable proxies and stock powers and/or assignments, as
applicable, duly executed in blank. In the event any Credit Party or any Domestic
Subsidiary of any Credit Party acquires any real property, simultaneously with such
acquisition, such Person shall execute and/or deliver, or cause to be executed and/or
delivered, to the Agent, (x) a fully executed mortgage, in form and substance
reasonably satisfactory to the Agent together with an A.L.T.A. lenders title
insurance policy issued by a title insurer reasonably satisfactory
 55




---



##### 



NEGATIVE COVENANTS
   provided Target Permitted Acquisition
 (i)
    
    Agent shall receive at least forty-five (45) days prior written
notice of such proposed Permitted Acquisition, which notice shall include a
detailed description of such proposed Permitted Acquisition including, without
limitation, financial statements of Target and any other due diligence items
requested by Lenders;(ii)
    
    such Permitted Acquisition shall only involve a Target that
upon acquisition would constitute a Domestic Subsidiary and 75% or more of
whose assets are located in the United States and comprising or conducting a
business, or those assets of a business, of the type engaged in by such
Borrower as of the Closing Date or a business reasonably related thereto or a
logical extension thereof, and which business would not subject Agent or any
Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies
under
 56




---



##### 



this Agreement or any other Loan Documents other than approvals
applicable to the exercise of such rights and remedies with respect to such
Borrower prior to such Permitted Acquisition;(iii)
    
    no additional Indebtedness or Guaranteed Indebtedness,
contingent obligations or other liabilities shall be incurred, assumed or
otherwise be reflected on a consolidated balance sheet of any Credit Party and
Target after giving effect to such Permitted Acquisition, except (A)
Indebtedness permitted under clause (v) and (B) ordinary course trade payables,
accrued expenses and unsecured Indebtedness and other liabilities and
contingent obligations of the Target to the extent no Default or Event of
Default has occurred and is continuing or would result after giving effect to
such Permitted Acquisition;(iv)
    
    omitted;(v)
    
    no Indebtedness for borrowed money to finance such acquisitions
shall be incurred, guaranteed, assumed or consolidated in connection with such
Permitted Acquisitions other than Revolving Credit Advances subject to the
terms hereof;(vi)
    
    the business and assets acquired in such Permitted Acquisition
shall be free and clear of all Liens (other than Permitted Encumbrances);(vii)
    
    at or prior to the closing of any Permitted Acquisition, (x)
to the extent such Permitted Acquisition consists of the acquisition of assets
from Target, Agent will be granted a first priority perfected Lien (subject to
Permitted Encumbrances) in all assets acquired pursuant thereto and H&E
Delaware and its Subsidiaries shall have taken such actions and executed and
delivered such documents as Agent may have reasonably requested in connection
therewith and in addition, H&E Delaware and its Subsidiaries shall have
complied with the requirements of Section 5.9(a) in respect of any real
property acquired in such Permitted Acquisition and (y) to the extent such
Permitted Acquisition consists of the acquisition of the Stock of Target,
Target shall have become a party to this Agreement pursuant to a joinder
agreement in form and substance satisfactory to Agent, Target shall have
provided a Subsidiary Guaranty as well as such Collateral Documents as Agent
shall have required in order to provide to Agent a first priority security
interest (subject to Permitted Encumbrances) in all then owned or thereafter
acquired assets of Target pursuant to a Pledge Agreement and shall have
delivered certificates evidencing such Stock and blank undated stock powers
therewith to Agent, and H&E Delaware and its Subsidiaries shall have provided
to Agent a first priority perfected security interest in all Stock of Target,
in each case, together with such legal opinions, certificates and other
documents as Agent shall have reasonably requested, and in addition, H&E
Delaware and its Subsidiaries shall comply and cause the Target to comply
with all other requirements of Section 5.11(b) as to such Target.
 57




---



##### 



(viii)
    
    Concurrently with delivery of the notice referred to in clause (i) above, the
Borrower Representative shall have delivered to Agent, in form and substance
satisfactory to Agent:
 (A)
    
    (x) a pro formaconsolidated and consolidating,
if applicable, balance sheet of H&E Delaware and its Subsidiaries (the
Acquisition Pro Forma), based on recent financial data, which shall
be complete and shall accurately and fairly represent the assets,
liabilities, financial condition and results of operations of H&E
Delaware and its Subsidiaries in accordance with GAAP consistently
applied, but taking into account such Permitted Acquisition and the
funding of all Loans in connection therewith, and such Acquisition Pro
Forma shall reflect that on a pro formabasis, no Event of Default has
occurred and is continuing or would result after giving effect to such
Permitted Acquisition and H&E Delaware and its Subsidiaries would have
been in compliance with the financial covenants set forth in Annex G
for the twelve month period reflected in the Compliance Certificate
most recently delivered to Agent pursuant to Annex E prior to the
consummation of such Permitted Acquisition (after giving effect to such
Permitted Acquisition and all Loans funded in connection therewith as
if made on the first day of such period);(B)
    
    updated versions of the most recently delivered
operating plan in form reasonably satisfactory to the Agent taking into
account such Permitted Acquisition (the Acquisition Projections); and(C)
    
    a certificate of an Authorized Officer of the
Borrower Representative to the effect that: (w) such Borrower will be
Solvent upon the consummation of the Permitted Acquisition; (x) the
Acquisition Pro Forma fairly presents the financial condition of such
Borrower and its Subsidiaries (on a consolidated and consolidating
basis, if applicable) as of the date thereof after giving effect to the
Permitted Acquisition; (y) the Acquisition Projections are reasonable
estimates of the future financial performance of H&E Delaware and its
Subsidiaries subsequent to the date thereof based upon the historical
performance of H&E Delaware and its Subsidiaries and the Target and
show that H&E Delaware and its Subsidiaries shall continue to be in
compliance with the financial covenants set forth in Annex G for the
three (3) year period thereafter or the balance remaining of the
Commitment term; and (z) such Borrower has completed its due diligence
investigation with respect to the Target and such Permitted
Acquisition, which investigation was conducted in a
manner similar to that which would have been conducted by a prudent
 58




---



##### 



purchaser of a comparable business and the results of which
investigation were delivered to Agent and Lenders;
 (ix)
    
    on or prior to the date of such Permitted Acquisition, Agent
shall have received, in form and substance reasonably satisfactory to Agent,
copies of the acquisition agreement and related agreements and instruments, and
all opinions, certificates, lien search results and other documents reasonably
requested by Agent;(x)
    
    Agent and Lenders shall have received results of an appraisal
and audit of the Target, its assets, and its books and records, in form and
substance reasonably satisfactory to the Agent;(xi)
    
    the structure and terms of the Permitted Acquisition shall be
satisfactory to the Agent and no Credit Party shall acquire any liabilities in
such transaction other than those approved by the Agent or described in clause
(iii)(B);(xii)
    
    at the time of such Permitted Acquisition and after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing; and(xiii)
    
    at the time of such Permitted Acquisition and after giving effect thereto and
the making of any Loans in connection therewith, Borrowing Availability shall
exceed $25,000,000.
   59




---



##### 



A Rated Bank
  (a)
    
    No Credit Party shall create, incur, assume or permit to exist any
Indebtedness, except (without duplication) (i) Indebtedness secured by purchase money
security interests, Refinancing Liens and Capital Leases permitted in clause (c) or
(d) of Section 6.7, (ii) the Loans and the other Obligations, (iii) deferred taxes, to
the extent permitted under applicable law, (iv) unfunded pension fund and other
employee benefit plan obligations and liabilities to the extent they are permitted to
remain unfunded under applicable law, (v) existing Indebtedness described in
Disclosure Schedule (6.3) and refinancings thereof or amendments or modifications
thereto that do not have the effect of increasing the principal amount thereof or
changing the amortization thereof (other than to extend the same) and that are
otherwise on terms and conditions no less favorable to any Credit Party than the terms
of the Indebtedness being refinanced, amended or modified, (vi) Indebtedness
specifically permitted under Section 6.1, (vii) Indebtedness of Borrowers not
exceeding (x) $4,920,000 in aggregate principal amount (less all payments of principal
and repurchases and redemptions thereof) evidenced by the Senior Notes, and (y)
$250,000,000 in aggregate principal amount evidenced by Senior Unsecured Notes (less
all payments of principal and repurchases and redemptions thereof), (viii)
Indebtedness consisting of intercompany loans and advances made by any Borrower to any
other Borrower; provided, that: (A) each Borrower shall have executed and delivered to
each other Borrower, on the Closing Date, a demand note (collectively, the
Intercompany Notes) to evidence any such intercompany Indebtedness owing at any time
by such Borrower to such other Borrowers, which Intercompany Notes shall be in form
and substance reasonably satisfactory to Agent and shall be pledged and delivered to
Agent pursuant to the applicable Pledge Agreement or Security Agreement as additional
collateral security for the Obligations; (B) each Borrower shall record all
intercompany transactions on its books and records in a manner reasonably satisfactory
to Agent; (C) the obligations of each Borrower under any such Intercompany Notes shall
be subordinated to the Obligations of such Borrower hereunder in a manner
reasonably satisfactory to Agent; (D) at the time any such intercompany loan or
advance
 60




---



##### 



is made by any Borrower to any other Borrower and after giving effect
thereto, each such Borrower shall be Solvent; (E) no Default or Event of Default
would occur and be continuing after giving effect to any such proposed intercompany
loan; and (F) in the case of any intercompany Indebtedness, the Borrower advancing
such funds shall have Borrowing Availability under its separate Borrowing Base of
not less than $1.00 after giving effect to such intercompany loan, (ix)
Indebtedness owing to Affiliates and holders of Stock of such Credit Party that
constitutes Subordinated Debt, is unsecured, interest on which is not payable in
cash until after the Termination Date and as to which no principal is payable until
after the Termination Date, (x) Indebtedness owing by H&E California to CNL
Commercial Mortgage Funding, Inc. in a principal amount not to exceed $1,285,066 or
any refinancing thereof, (xi) Indebtedness under Hedging Agreements to the extent
permitted under Section 6.17 and (xii) unsecured Indebtedness not otherwise
referred to in this Section 6.3 not exceeding $1,000,000 in aggregate principal
amount outstanding at any time for all Credit Parties, and (xiii) hedging
obligations under swaps, caps and collar arrangements arranged by GE Capital or
provided by any Lender entered into for the sole purpose of hedging in the normal
course of business and consistent with industry practices.
 (b)
    
    No Credit Party shall, directly or indirectly, voluntarily purchase, redeem,
defease or prepay any principal of, premium, if any, interest or other amount payable
in respect of any Indebtedness, other than (i) the Obligations, (ii) Indebtedness
secured by a Permitted Encumbrance if the asset securing such Indebtedness has been
sold or otherwise disposed of in accordance with Sections 6.8(b) or (c), (iii)
Indebtedness permitted by Section 6.3(a)(v) upon any refinancing thereof in accordance
with Section 6.3(a)(v) and (iv) so long as no Event of Default is continuing or would
arise as a result of any such purchase or prepayment, the purchase or redemption (at
the prices determined pursuant to the Indenture) of Senior Notes outstanding after the
Closing Date in accordance with the terms of the Indenture (so long as such notes are
thereupon retired).
  (a)
    
    No Credit Party shall enter into or be a party to any transaction with any
Affiliate of any Credit Party (other than another Credit Party) thereof except in the
ordinary course of and pursuant to the reasonable requirements of such Credit Partys
business and upon fair and reasonable terms that are no less favorable to such Credit
Party than would be obtained in a comparable arms length transaction with a Person
not an Affiliate of such Credit Party; provided, that other than a transaction
described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no
Credit Party shall in any event enter into any such transaction or series of related
transactions (i) involving payments in excess of $10,000 without disclosing to Agent
in advance the terms of such transactions and (ii) involving payments in excess of
$50,000 in the aggregate. This
 61




---



##### 



clause (a) shall not apply to transactions entered into in connection with employee
relocations.(b)
    
    All employee loans (except loans from a Qualified Plan) and affiliate
transactions existing as of the Closing Date hereof are described in Disclosure
Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing
transaction with any employees of any Credit Party, except (i) loans to its respective
employees in the ordinary course of business consistent with past practices for travel
and entertainment expenses and (ii) relocation costs and similar purposes up to a
maximum of $100,000 to any employee and up to a maximum of $500,000 in the aggregate
at any one time outstanding. No Credit Party shall repurchase any Stock of any
employee of such Credit Party, except as permitted in the Credit Partys equity
incentive plans for income tax withholding purposes and upon termination of such
employee consistent with past practices for such repurchase up to a maximum amount of
$2,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal
Year; provided, that at the time of any such repurchase and after giving effect
thereto the aggregate Borrowing Availability for all Borrowers is in excess of
$25,000,000.
  provided
   62




---



##### 



provided provided
 63




---



##### 



provided however provided,
further
   64




---



##### 



provided
 65




---



##### 



provided provided further
     66




---



##### 



(a)
    
    No Credit Party shall change or amend the terms of the Senior Note Indenture
or the Senior Notes except in a manner approved by the Agent. No Credit Party shall
change or amend the terms of the Senior Unsecured Note Indenture or Senior Unsecured
Notes without the prior written consent of the Requisite Lenders. No Credit Party
shall change or amend the terms of any Subordinated Debt (other than the Senior
Subordinated Notes) if the effect of such amendment is to (a) increase the interest
rate on such Subordinated Debt by more than two percentage points (2%); (b) change the
dates upon which payments of principal or interest are due on such Subordinated Debt
other than to extend such dates; (c) add any default, event of default or change any
default or event of default other than to delete or make less restrictive any default
provision therein, or add any covenant with respect to such Subordinated Debt; (d) add
any covenant or change any covenant in a matter adverse to such Credit Party, (e)
change the redemption or prepayment provisions of such Subordinated Debt other than to
extend the dates therefor or to reduce the premiums payable in connection therewith;
(f) grant any security or collateral to secure payment of such Subordinated Debt; or
(g) change or amend any other term if such change or amendment would materially
increase the obligations of the Credit Party thereunder or confer additional material
rights on the holder of such Subordinated Debt in a manner adverse to any Credit
Party, Agent or any Lender.(b)
    
    No Credit Party shall designate any credit agreement, credit facility,
documents, agreement or indebtedness as a Credit Facility under and as such term is
defined in the Senior Note Indenture, as originally in effect or as a Credit
Facility under and as such term is defined in the Senior Unsecured Note Indenture, as
originally in effect, other than, in each case, this Agreement, or, except for this
Agreement and the Loan Documents, otherwise grant to any Indebtedness or Liens
securing the same the rights of Priority Lien Obligations or Priority Liens as
such terms are defined in the Senior Note Indenture, as originally in effect.
Borrowers hereby designate this Agreement and the credit facilities now or hereafter
created hereunder as a Credit Facility under and as such term is defined in the
Senior Unsecured Note Indenture.(c)
    
    No Credit Party shall incur any Indebtedness pursuant to clause (1) or clause
(16) of Section 4.09(b) of the Senior Unsecured Note Indenture other than Indebtedness
incurred under this Agreement.
   67




---



##### 



provided
  provided
 TERM
     68




---



##### 



provided provided
further
  Default Notice Subject
Property
 69




---



##### 



Authorized Representative Properly Elects
 EVENTS OF DEFAULT: RIGHTS AND REMEDIES
  Event of Default
 (a)
    
    Any Borrower (i) fails to make any payment of principal of, or interest on,
or Fees owing in respect of, the Loans or any of the other Obligations when due and
payable, or fails to provide cash collateral as and when required, or (ii) fails to
pay or reimburse Agent or Lenders for any expense reimbursable hereunder or under any
other Loan Document within ten (10) days following Agents demand for such
reimbursement or payment of expenses.
 70




---



##### 



(b)
    
    Any Credit Party fails or neglects to perform, keep or observe any of the
provisions of Sections 1.4, 1.8, 5.4(a) or 6 applicable to it, or any of the
provisions set forth in Annexes C, E or G, respectively applicable to it.(c)
    
    Any Credit Party fails or neglects to perform, keep or observe any of the
provisions of Section 4 or any provisions set forth in Annex F, applicable to it and
the same shall remain unremedied for ten (10) days or more.(d)
    
    Any Credit Party fails or neglects to perform, keep or observe any other
provision of this Agreement or of any of the other Loan Documents applicable to it,
(other than any provision embodied in or covered by any other clause of this Section
8.1) and the same shall remain unremedied for thirty (30) days or more.(e)
    
    A default or breach occurs under any other agreement, document or instrument
to which any Credit Party is a party that is not cured within any applicable grace
period therefor, and such default or breach (i) involves the failure to make any
payment when due in respect of any Indebtedness or Guaranteed Indebtedness (other than
the Obligations) of any Credit Party, including Indenture Debt, in excess of
$2,000,000 in the aggregate (including (x) undrawn committed or available amounts and
(y) amounts owing to all creditors under any combined or syndicated credit
arrangements), or in respect of any true lease under which any Credit Party is lessee
under which the aggregate cost of the leased property exceeds $2,000,000, or (ii)
causes, or permits any holder of such Indebtedness or Guaranteed Indebtedness or a
trustee to cause, Indebtedness or Guaranteed Indebtedness or a portion thereof,
including Indenture Debt, in excess of $2,000,000 in the aggregate, or rent in excess
of $2,000,000 in the aggregate, to become due prior to its stated maturity or prior to
its regularly scheduled dates of payment, or cash collateralized in respect thereof to
be demanded, in each case, regardless of whether such right is exercised, by such
holder or trustee.(f)
    
    Any information contained in any Borrowing Base Certificate is untrue or
incorrect in any respect (other than inadvertent, immaterial errors not exceeding
$5,000,000 in the aggregate in any Borrowing Base Certificate), or any representation
or warranty herein or in any Loan Document or in any written statement, report,
financial statement or certificate (other than a Borrowing Base Certificate) made or
delivered to Agent or any Lender by any Credit Party is untrue or incorrect in any
material respect as of the date when made or deemed made.(g)
    
    Assets with a value in excess of $1,000,000 of any Credit Party are attached,
seized, levied upon or subjected to a writ or distress warrant, or come within the
possession of any receiver, trustee, custodian or assignee for the benefit of
creditors of any Credit Party and such condition continues for sixty (60) days or
more.(h)
    
    A case or proceeding is commenced against any Credit Party seeking a decree
or order in respect of such Credit Party (i) under the Bankruptcy Code, or any other
applicable
 71




---



##### 



federal, state or foreign bankruptcy or other similar law, (ii) appointing a
custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
official) for such Credit Party or for any substantial part of any such Credit
Partys assets, or (iii) ordering the winding-up or liquidation of the affairs of
such Credit Party, and such case or proceeding shall remain undismissed or unstayed
for 60 days or more or a decree or order granting the relief sought in such case or
proceeding shall be entered by a court of competent jurisdiction.(i)
    
    Any Credit Party (i) files a petition seeking relief under the Bankruptcy
Code, or any other applicable federal, state or foreign bankruptcy or other similar
law, (ii) consents to or fails to contest in a timely and appropriate manner the
institution of proceedings thereunder or the filing of any such petition or the
appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee or sequestrator (or similar official) for such Credit Party or for any
substantial part of any such Credit Partys assets, (iii) makes an assignment for the
benefit of creditors, (iv) takes any action in furtherance of any of the foregoing or
(v) admits in writing its inability to, or is generally unable to, pay its debts as
such debts become due.(j)
    
    A final judgment or judgments for the payment of money in excess of
$1,000,000 in the aggregate at any time are outstanding against one or more of the
Credit Parties and the same are not, within 30 days after the entry thereof,
discharged or execution thereof stayed or bonded pending appeal, or such judgments are
not discharged prior to the expiration of any such stay.(k)
    
    Any material provision of any Loan Document for any reason ceases to be
valid, binding and enforceable in accordance with its terms (or any Credit Party shall
challenge the enforceability of any Loan Document or shall assert in writing, or
engage in any action or inaction based on any such assertion, that any provision of
any of the Loan Documents has ceased to be or otherwise is not valid, binding and
enforceable in accordance with its terms), or any Lien created under any Loan Document
on assets with a value in excess of $1,000,000 in the aggregate ceases to be a valid
and perfected first priority Lien (except as otherwise permitted herein or therein) in
any of the Collateral purported to be covered thereby.(l)
    
    Any Change of Control occurs.
  (a)
    
    If any Default or Event of Default has occurred and is continuing, Agent may
(and at the written request of the Requisite Lenders shall), without notice, suspend
this facility with respect to additional Advances and/or the incurrence of additional
Letter of Credit Obligations, whereupon any additional Advances and additional Letter
of Credit Obligations shall be made or incurred in Agents sole discretion (or in the
sole discretion of the Requisite Lenders, if such suspension occurred at their
direction) so
 72




---



##### 



long as such Default or Event of Default is continuing. If any Default or Event of
Default has occurred and is continuing, Agent may (and at the written request of
Requisite Lenders shall), without notice except as otherwise expressly provided
herein, increase the rate of interest applicable to the Loans and the Letter of
Credit Fees to the Default Rate.
 (b)
    
    If any Event of Default has occurred and is continuing, Agent may (and at the
written request of the Requisite Lenders shall), without notice, (i) terminate this
facility with respect to further Advances or the incurrence of further Letter of
Credit Obligations, (ii) declare all or any portion of the Obligations, including all
or any portion of any Loan to be forthwith due and payable, and require that the
Letter of Credit Obligations be cash collateralized as provided in Annex B, all
without presentment, demand, protest or further notice of any kind, all of which are
expressly waived by each Credit Party, or (iii) exercise any rights and remedies
provided to Agent under the Loan Documents or at law or equity, including all remedies
provided under the Code; provided, that upon the occurrence of an Event of Default
specified in Section 8.1(h) or Section 8.1(i), all of the Obligations, including the
Revolving Loan, shall become immediately due and payable without declaration, notice
or demand by any Person.
   ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT
  (a)
    
    Subject to the terms of this Section 9.1, any Lender may make an assignment
of, or sell participations in, at any time or times, the Loan Documents, Loans, Letter
of Credit Obligations and any Commitment or any portion thereof or interest therein,
including any Lenders rights, title, interests, remedies, powers or duties
thereunder. Any assignment by a Lender shall (i) require the consent of Agent (which
consent shall not be unreasonably withheld or delayed with respect to a Qualified
Assignee) and, so long as no Default or Event of Default has occurred and is
continuing, Borrower
 73




---



##### 



Representative (which shall not be unreasonably withheld or delayed) and the
execution of an assignment agreement (an Assignment Agreement) substantially in
the form attached hereto as Exhibit 9.1(a) and otherwise in form and substance
reasonably satisfactory to, and acknowledged by, Agent, provided, that neither the
Agents nor Borrower Representatives consent shall be required if such assignment
is to an existing Lender, to an Affiliate of such assigning Lender or to a special
purpose entity organized to acquire commercial loans and managed by an existing
Lender or an Affiliate or an existing Lender, and, provided, furtherthat Borrower
Representatives consent shall not be required if such assignment is to a Qualified
Assignee; (ii) be conditioned on such assignee Lender representing to the assigning
Lender and Agent that it is purchasing the applicable Loans to be assigned to it
for its own account, for investment purposes and not with a view to the
distribution thereof; (iii) after giving effect to any such partial assignment, the
assignee Lender shall have Commitments in an amount at least equal to $5,000,000
and the assigning Lender shall have retained Commitments in an amount at least
equal to $5,000,000; (iv) include a payment to Agent by the assignor or assignee of
an assignment fee of $3,500 and (v) not be effective until such assignment is
reflected in the Loan Account. In the case of an assignment by a Lender under this
Section 9.1, the assignee shall have, to the extent of such assignment, the same
rights, benefits and obligations as all other Lenders hereunder. Subject to the
provisos in the last sentence of Section 7.2, the assigning Lender shall be
relieved of its obligations hereunder with respect to its Commitments or assigned
portion thereof from and after the date of such assignment. Each Credit Party
hereby acknowledges and agrees that any assignment shall give rise to a direct
obligation of such Credit Party to the assignee and that the assignee shall be
considered to be a Lender. In all instances, each Lenders liability to make
Loans hereunder shall be several and not joint and shall be limited to such
Lenders Pro Rata Share of the applicable Commitment. In the event Agent or any
Lender assigns or otherwise transfers all or any part of a Note, Agent or any such
Lender shall so notify Borrowers and each Borrower shall execute new Notes in
exchange for the Notes being assigned. Notwithstanding the foregoing provisions of
this Section 9.1(a), any Lender may at any time pledge as security for obligations
of such Lender or assign all or any portion of such Lenders rights under this
Agreement and the other Loan Documents to any Person, including to a Federal
Reserve Bank; provided, that no such pledge or assignment shall release such Lender
from such Lenders obligations hereunder or under any other Loan Document.
 (b)
    
    Any participation by a Lender of all or any part of its Commitments and Loans
shall be entered into with the understanding that all amounts payable by Borrowers
hereunder shall be determined as if that Lender had not sold such participation, and
that the holder of any such participation shall not be entitled to require such Lender
to take or omit to take any action hereunder except actions directly affecting (i) any
reduction in the principal amount of, or interest rate or Fees payable with respect
to, any Loan in which such holder participates, (ii) any extension of the final
maturity of the principal amount of any Loan in which such holder participates, and
(iii) any release of all or substantially
 74




---



##### 



all of the Collateral (other than in accordance with the terms of this Agreement,
the Collateral Documents or the other Loan Documents). Each participation created
by any Lender shall provide that it shall be terminated by such Lender upon sale of
such Lenders Obligations pursuant to Section 7.3 (and such Lender shall pay to the
participant all amounts required to be paid under such participation upon
termination). Solely for purposes of Sections 1.13, 1.15, 1.16 and 9.9, each
Borrower acknowledges and agrees that a participation shall give rise to a direct
obligation of such Borrower to the participant and the participant shall be
considered to be a Lender; provided, that any such participant shall not be
entitled to receive any greater payment under Section 1.15 or Section 1.16 than the
Lender granting such participation would have been entitled to receive with respect
to the portion of its Commitment and Loans so participated. Except as set forth in
the preceding sentence no Borrower shall have any obligation or duty to any
participant. Neither Agent nor any Lender (other than the Lender selling a
participation) shall have any duty to any participant and may continue to deal
solely with the Lender selling a participation as if no such sale had occurred.(c)
    
    Except as expressly provided in this Section 9.1, no Lender shall, as between
the Credit Parties, and that Lender, or Agent and that Lender, be relieved of any of
its obligations hereunder as a result of any sale, assignment, transfer or negotiation
of, or granting of participation in, all or any part of the Loans, the Notes or other
Obligations owed to such Lender.(d)
    
    Each Credit Party shall assist any Lender permitted to sell assignments or
participations under this Section 9.1 as reasonably required to enable the assigning
or selling Lender to effect any such assignment or participation, including the
execution and delivery of any and all agreements, notes and other documents and
instruments as shall be requested and, in connection with the initial syndication of
the Loans and Commitments and if otherwise requested by Agent, the preparation of
informational materials for, and the participation of management in meetings with,
potential assignees or participants. Each Credit Party shall certify the correctness,
completeness and accuracy of all descriptions of the Credit Parties and their
respective affairs contained in any selling materials provided by it and all other
information provided by it and included in such materials, except that any Projections
delivered by Borrowers shall only be certified by Borrowers as having been prepared by
Borrowers in compliance with the representations contained in Section 3.4(c).(e)
    
    Any Lender may furnish any information concerning any Credit Party in the
possession of such Lender from time to time to assignees and participants (including
prospective assignees and participants); provided, that such Lender shall obtain from
assignees or participants confidentiality covenants substantially equivalent to those
contained in Section 11.8.(f)
    
    So long as no Event of Default has occurred and is continuing, no Lender
shall assign or sell participations in any portion of its Loans or Commitments to a
potential Lender or
 75




---



##### 



participant, if, as of the date of the proposed assignment or sale, the assignee
Lender or participant would be subject to capital adequacy, reserve or similar
requirements under Section 1.16(a), increased costs under Section 1.16(b), an
inability to fund LIBOR Loans under Section 1.16(c), or withholding taxes in
accordance with Section 1.16(d).(g)
    
    Nothing contained in this Section 9 shall require the consent of any
party for GE Capital to assign any of its rights in respect of any Swap Related
Reimbursement Obligation.
    76




---



##### 



77




---



##### 



provided
   78




---



##### 



provided
     79




---



##### 



(a)
    
    Advances; Payments
 (i)
    
    Revolving Lenders shall refund or participate in the Swing Line
Loan in accordance with clauses (iii) and (iv) of Section 1.1(b). If the Swing
Line Lender declines to make a Swing Line Loan or if Swing Line Availability is
zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice
of Revolving Credit Advance and in any event prior to noon (New York time) on
the date such Notice of Revolving Credit Advance is received, by telecopy,
telephone or other similar form of transmission. Each Revolving Lender shall
make the amount of such Lenders Pro Rata Share of each Revolving Credit
Advance available to Agent in same day funds by wire transfer to Agents
account as set forth in Annex H not later than 3:00 p.m. (New York time) on the
requested funding date, in the case of an Index Rate Loan, and not later than
3:00 p.m. (New York time) on the requested funding date in the case of a LIBOR
Loan. After receipt of such wire transfers (or, in the Agents sole
discretion, before receipt of such wire transfers), subject to the terms
hereof, Agent shall make the requested Revolving Credit Advance to the Borrower
designated by Borrower Representative in the Notice of Revolving Credit
Advance. All payments by each Revolving Lender shall be made without setoff,
counterclaim or deduction of any kind.(ii)
    
    On the 2nd Business Day of each calendar week or more
frequently at Agents election (each, a Settlement Date), Agent shall advise
each Lender by telephone or telecopy of the amount of such Lenders Pro Rata
Share of principal, interest and Fees paid for the benefit of Lenders with
respect to each applicable Loan. Provided that each Lender has funded all
payments or Advances required to be made by it and purchased all participations
required to
 80




---



##### 



be purchased by it under this Agreement and the other Loan Documents as of
such Settlement Date, Agent shall pay to each Lender such Lenders Pro Rata
Share of principal, interest and Fees paid by Borrowers since the previous
Settlement Date for the benefit of such Lender on the Loans held by it. To
the extent that any Lender (a Non-Funding Lender) has failed to fund all
such payments and Advances or failed to fund the purchase of all such
participations, Agent shall be entitled to set off the funding short-fall
against that Non-Funding Lenders Pro Rata Share of all payments received
from Borrowers. Such payments shall be made by wire transfer to such
Lenders account (as specified by such Lender in Annex H or the applicable
Assignment Agreement) not later than 2:00 p.m. (New York time) on the next
Business Day following each Settlement Date.
 (b)
    
    Availability of Lenders Pro Rata Share
  (c)
    
    Return of Payments
 (i)
    
    If Agent pays an amount to a Lender under this Agreement in the
belief or expectation that a related payment has been or will be received by
Agent from Borrowers and such related payment is not received by Agent, then
Agent will be entitled to recover such amount from such Lender on demand
without setoff, counterclaim or deduction of any kind.(ii)
    
    If Agent determines at any time that any amount received by
Agent under this Agreement must be returned to any Borrower or paid to any
other Person pursuant to any insolvency law or otherwise, then, notwithstanding
any other term or condition of this Agreement or any other Loan Document, Agent
will not
 81




---



##### 



be required to distribute any portion thereof to any Lender. In addition,
each Lender will repay to Agent on demand any portion of such amount that
Agent has distributed to such Lender, together with interest at such rate,
if any, as Agent is required to pay to any Borrower or such other Person,
without setoff, counterclaim or deduction of any kind.
 (d)
    
    Non-Funding Lenders
 Other Lender
 (e)
    
    Dissemination of Information
 provided
 82




---



##### 



(f)
    
    Actions in Concert
  SUCCESSORS AND ASSIGNS
   MISCELLANEOUS
    (a)
    
    Except for actions expressly permitted to be taken by Agent, no amendment,
modification, termination or waiver of any provision of this Agreement or any other
Loan Document, or any consent to any departure by any Credit Party therefrom, shall in
any event be effective unless the same shall be in writing and signed by Agent and
Borrowers, and by Requisite Lenders or all affected Lenders, as applicable. Except as
 83




---



##### 



set forth in clauses (b) and (c) below, all such amendments, modifications,
terminations or waivers requiring the consent of any Lenders shall require the
written consent of Requisite Lenders. Notwithstanding the foregoing, any amendment
entered into in conformity with Section 1.18 shall require only the signatures of
Agent, each Credit Party and each Additional Revolving Lender.
 (b)
    
    No amendment, modification, termination or waiver of or consent with respect
to any provision of this Agreement that increases the percentage advance rates set
forth in the definitions of the Great Northern Borrowing Base, the H&E Borrowing Base
or the H&E California Borrowing Base, in each case, above the Original Advance Rates,
shall be effective unless the same shall be in writing and signed by Agent, Lenders
and Borrowers. No amendment, modification, termination or waiver of or consent with
respect to any provision of this Agreement that waives compliance with the conditions
precedent set forth in Section 2.2 to the making of any Loan or the incurrence of any
Letter of Credit Obligations, shall be effective unless the same shall be in writing
and signed by Agent, Requisite Lenders and Borrowers.(c)
    
    No amendment, modification, termination or waiver shall, unless in writing
and signed by Agent and each Lender directly affected thereby: (i) increase the
principal amount of any Lenders Commitment (which action shall be deemed to directly
affect all Lenders); (ii) reduce the principal of, rate of interest on or Fees payable
with respect to any Loan or Letter of Credit Obligations of any affected Lender; (iii)
extend any scheduled payment date (other than payment dates of mandatory prepayments
under Sections 1.3(b)(ii) and (iii)) or final maturity date of the principal amount of
any Loan of any affected Lender; (iv) waive, forgive, defer, extend or postpone any
payment of interest or Fees payable to any affected Lender; (v) release any Guaranty
or, (vi) except as otherwise permitted herein or in the other Loan Documents, permit
any Credit Party to sell or otherwise dispose of any Collateral with a value exceeding
$5,000,000 in the aggregate (which action shall be deemed to directly affect all
Lenders); (vii) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Loans that shall be required for Lenders or any of them to
take any action hereunder; (viii) amend the definition of Prohibited Swing Line
Advance; (ix) change Section 1.1(b)(i) in any manner that increases the obligations of
the Lenders with respect to any Swing Line Advance, (x) eliminate or make less
restrictive any condition to lending under Section 2.2; or (xi) amend or waive this
Section 11.2 or the definition of the term Requisite Lenders. Furthermore, no
amendment, modification, termination or waiver affecting the rights or duties of Agent
or L/C Issuer under this Agreement or any other Loan Document shall be effective
unless in writing and signed by Agent or L/C Issuer, as the case may be, in addition
to Lenders required hereinabove to take such action. Each amendment, modification,
termination or waiver shall be effective only in the specific instance and for the
specific purpose for which it was given. Furthermore, no amendment, modification,
termination or waiver affecting the rights or duties of Agent or L/C Issuer, or of GE
Capital in respect of any Swap Related Reimbursement
 84




---



##### 



Obligations, under this Agreement or any other Loan Document, including any release
of any Guaranty or Collateral requiring a writing signed by all Lenders, shall be
effective unless in writing and signed by Agent or L/C Issuer or GE Capital, as the
case may be, in addition to Lenders required hereinabove to take such action. No
amendment, modification, termination or waiver shall be required for Agent to take
additional Collateral pursuant to any Loan Document. No amendment, modification,
termination or waiver of any provision of any Note shall be effective without the
written concurrence of the holder of that Note. No notice to or demand on any
Credit Party in any case shall entitle such Credit Party or any other Credit Party
to any other or further notice or demand in similar or other circumstances. Any
amendment, modification, termination, waiver or consent effected in accordance with
this Section 11.2 shall be binding upon each Lender. Notwithstanding the
foregoing, any amendment entered into in conformity with Section 1.18 shall require
only the signatures of Agent, each Credit Party and each Additional Revolving
Lender.
 (d)
    
    If, in connection with any proposed amendment, modification, waiver or
termination (a Proposed Change):
 (i)
    
    requiring the consent of all affected Lenders, the consent of
Requisite Lenders is obtained, but the consent of other Lenders whose consent
is required is not obtained (any such Lender whose consent is not obtained as
described in this clause (i) being referred to as a Non-Consenting Lender),
  (e)
    
    Upon payment in full in cash and performance of all of the Obligations (other
than Unasserted Contingent Obligations), termination of the Commitments and all
Letters of Credit (or the cash collateralization or backing with standby letters of
credit of all Letters of Credit in accordance with Annex B) and a release of all
claims against Agent and Lenders, and so long as no suits, actions, proceedings or
claims are pending or threatened against any Indemnified Person asserting any damages,
losses or liabilities that are Indemnified Liabilities, Agent shall deliver to the
Credit Parties payoff letters, termination statements, mortgage releases and other
documents necessary or appropriate to evidence the termination of the Liens securing
payment of the Obligations.
 85




---



##### 



(a)
    
    the forwarding to any Borrower or any other Person on behalf of any Borrower
by Agent of the proceeds of any Loan;(b)
    
    any amendment, modification or waiver of, consent with respect to, or
termination of, any of the Loan Documents, Original Related Transactions Documents or
Related Transactions Documents or in connection with the syndication and
administration of the Loans made pursuant hereto or its rights hereunder or
thereunder;(c)
    
    any litigation, contest, dispute, suit, proceeding or action (whether
instituted by Agent, any Lender, any Borrower or any other Person and whether as a
party, witness or otherwise) in any way relating to the Collateral, any of the Loan
Documents or any other agreement to be executed or delivered in connection herewith or
therewith, including any litigation, contest, dispute, suit, case, proceeding or
action, and any appeal or review thereof, in connection with a case commenced by or
against any or all of the Borrowers or any other Person that may be obligated to Agent
by virtue of the Loan Documents; including any such litigation, contest, dispute,
suit, proceeding or action arising in connection with any work out or restructuring of
the Loans during the pendency of one or more Events of Default; provided, that in the
case of reimbursement of counsel for Lenders other than Agent, such reimbursement
shall be limited to one counsel for all such Lenders; provided further, that no Person
shall be entitled to reimbursement under this clause (c) in respect of any litigation,
contest, dispute, suit, proceeding or action to the extent any of the foregoing
results from such Persons gross negligence or willful misconduct;(d)
    
    any attempt to enforce any remedies of Agent or any Lender against any or all
of the Credit Parties or any other Person that may be obligated to Agent or any Lender
by virtue of any of the Loan Documents, including any such attempt to enforce any such
remedies in the course of any work out or restructuring of the Loans during the
pendency of one or more Events of Default; provided, that in the case of reimbursement
of counsel for Lenders other than Agent, such reimbursement shall be limited to one
counsel for all such Lenders;(e)
    
    any workout or restructuring of the Loans during the pendency of one or more
Events of Default; and
 86




---



##### 



(f)
    
    efforts to (i) monitor the Loans or any of the other Obligations, (ii)
evaluate, observe or assess any Credit Party or its affairs, and (iii) verify,
protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of
any of the Collateral in accordance with the terms of the Loan Documents;
      87




---



##### 



GOVERNING LAW
 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE
OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH CREDIT PARTY, AGENT AND LENDERS
HEREBY CONSENT AND AGREE THAT THE
 88




---



##### 



STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY CREDIT PARTY, AGENT AND LENDERS
PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, PROVIDED, THAT AGENT,
LENDERS AND CREDIT PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK AND, PROVIDED, FURTHER NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING
OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
AGENT. EACH CREDIT PARTY, AGENT AND LENDERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY, AGENT
AND LENDERS HEREBY WAIVE ANY OBJECTION WHICH ANY CREDIT PARTY, AGENT OR ANY LENDER MAY HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
CREDIT PARTY AT THE ADDRESS SET FORTH IN ANNEX I OF THIS AGREEMENT AND THAT SERVICE SO MADE
SHALL BE DEEMED COMPLETED UPON THE EARLIER OF EACH CREDIT PARTYS ACTUAL RECEIPT THEREOF OR
THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
   89




---



##### 



WAIVER OF JURY TRIAL
 BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY
AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG
AGENT, LENDERS AND ANY CREDIT PARTY ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.
   90




---



##### 



91




---



##### 



11.17
    
    No Strict ConstructionThe parties hereto have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.11.18
    
    Patriot ActEach Lender that is subject to the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56, as
amended (the Patriot Act) hereby notifies the Borrowers that pursuant to the requirements
of the Patriot Act, it is required to obtain, verify and record information that identifies
the Borrowers, which information includes the name and address of each Borrower and other
information that will allow such Lender to identify such Borrower in accordance with the
Patriot Act.11.19
    
    Joinder of BurressEffective as of the Closing Date, the Credit Parties and Burress agree and, in reliance upon
the representations and warranties of the Credit Parties and Burress set forth herein,
Agent, Lenders, the Credit Parties and Burress each hereby acknowledges and agrees that, by
Burresss execution and delivery hereof, without further notice or action of any kind
whatsoever or its part or the part of any other Person:
 (a)
    
    for all purposes, Burress is hereby joined as a Credit Party and a
Guarantor party to this Agreement, being hereafter bound by the terms and provisions
hereof, and(b)
    
    Burress hereby makes as of the Closing Date, and thereafter agrees to make at
such time or times as the representations and warranties herein are deemed to be made
or repeated, as to itself as a Credit Party each of the representations and
warranties contained in this Agreement.
 12
    
    CROSS-GUARANTY12.1
    
    Cross-GuarantyEach Borrower hereby agrees that such Borrower is jointly and severally liable for, and
hereby absolutely and unconditionally guarantees to Agent and Lenders and their respective
successors and assigns, the full and prompt payment (whether at stated maturity, by
acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to
Agent and Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation
hereunder is a continuing guaranty of payment and performance and not of collection, that
its obligations under this Section 12 shall not be discharged until payment and performance,
in full, of the Obligations has occurred, and that its obligations under this Section 12
shall be absolute and unconditional, irrespective of, and unaffected by:
 92




---



##### 



(a)
    
    the genuineness, validity, regularity, enforceability or any future amendment
of, or change in, this Agreement, any other Loan Document or any other agreement,
document or instrument to which any Borrower is or may become a party;(b)
    
    the absence of any action to enforce this Agreement (including this Section
12) or any other Loan Document or the waiver or consent by Agent and Lenders with
respect to any of the provisions thereof;(c)
    
    the existence, value or condition of, or failure to perfect its Lien against,
any security for the Obligations or any action, or the absence of any action, by Agent
and Lenders in respect thereof (including the release of any such security);(d)
    
    the insolvency of any Credit Party; or(e)
    
    any other action or circumstances that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor.
 Each Borrower shall be regarded, and shall be in the same position, as principal debtor with
respect to the Obligations guaranteed hereunder.12.2
    
    Waivers by BorrowersEach Borrower expressly waives all rights it may have now or in the future under any
statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders
to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against
any other Credit Party, any other party or against any security for the payment and
performance of the Obligations before proceeding against, or as a condition to proceeding
against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the
foregoing waivers are of the essence of the transaction contemplated by this Agreement and
the other Loan Documents and that, but for the provisions of this Section 12 and such
waivers, Agent and Lenders would decline to enter into this Agreement.12.3
    
    Benefit of GuarantyEach Borrower agrees that the provisions of this Section 12 are for the benefit of Agent and
Lenders and their respective successors, transferees, endorsees and assigns, and nothing
herein contained shall impair, as between any other Borrower and Agent or Lenders, the
obligations of such other Borrower under the Loan Documents.12.4
    
    Subordination of Subrogation, Etc.Notwithstanding anything to the contrary in this Agreement or in any other Loan Document,
and except as set forth in Section 12.7, each Borrower hereby expressly and irrevocably
subordinates to payment of the Obligations any and all rights at law or in equity to
subrogation, reimbursement, exoneration, contribution, indemnification or set off and any
and all defenses available to a surety, guarantor or accommodation co obligor until the
Obligations are indefeasibly paid in full in cash. Each Borrower acknowledges and agrees
that this subordination
 93




---



##### 



and waiver is intended to benefit Agent and Lenders and shall not limit or otherwise affect
such Borrowers liability hereunder or the enforceability of this Section 12, and that
Agent, Lenders and their respective successors and assigns are intended third party
beneficiaries of the waivers and agreements set forth in this Section 12.4.
 12.5
    
    Election of Remedies
 If Agent or any Lender may, under applicable law, proceed to realize its benefits under any
of the Loan Documents giving Agent or such Lender a Lien upon any Collateral, whether owned
by any Borrower or by any other Person, either by judicial foreclosure or by non judicial
sale or enforcement, Agent or any Lender may, at its sole option, determine which of its
remedies or rights it may pursue without affecting any of its rights and remedies under this
Section 12. If, in the exercise of any of its rights and remedies, Agent or any Lender
shall forfeit any of its rights or remedies, including its right to enter a deficiency
judgment against any Borrower or any other Person, whether because of any applicable laws
pertaining to election of remedies or the like, each Borrower hereby consents to such
action by Agent or such Lender and waives any claim based upon such action, even if such
action by Agent or such Lender shall result in a full or partial loss of any rights of
subrogation that each Borrower might otherwise have had but for such action by Agent or such
Lender. Any election of remedies that results in the denial or impairment of the right of
Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any
other Borrowers obligation to pay the full amount of the Obligations. In the event Agent
or any Lender shall bid at any foreclosure or trustees sale or at any private sale
permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the
amount of the Obligations and the amount of such bid need not be paid by Agent or such
Lender but shall be credited against the Obligations. The amount of the successful bid at
any such sale, whether Agent, Lender or any other party is the successful bidder, shall be
conclusively deemed to be the fair market value of the Collateral and the difference between
such bid amount and the remaining balance of the Obligations shall be conclusively deemed to
be the amount of the Obligations guaranteed under this Section 12, notwithstanding that any
present or future law or court decision or ruling may have the effect of reducing the amount
of any deficiency claim to which Agent or any Lender might otherwise be entitled but for
such bidding at any such sale.12.6
    
    LimitationNotwithstanding any provision herein contained to the contrary, each Borrowers liability
under this Section 12 (which liability is in any event in addition to amounts for which such
Borrower is primarily liable under Section 1) shall be limited to an amount not to exceed as
of any date of determination the greater of:
 (a)
    
    the net amount of all Loans advanced to any other Borrower under this
Agreement and then re-loaned or otherwise transferred to, or for the benefit of, such
Borrower; and(b)
    
    the amount that could be claimed by Agent and Lenders from such Borrower
under this Section 12 without rendering such claim voidable or avoidable under Section
548 of
 94




---



##### 



Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent
Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law
after taking into account, among other things, such Borrowers right of
contribution and indemnification from each other Borrower under Section 12.7.
 12.7
    
    Contribution with Respect to Guaranty Obligations
 (a)
    
    To the extent that any Borrower shall make a payment under this Section 12 of
all or any of the Obligations (other than Loans made to that Borrower for which it is
primarily liable) (a Guarantor Payment) that, taking into account all other
Guarantor Payments then previously or concurrently made by any other Borrower, exceeds
the amount that such Borrower would otherwise have paid if each Borrower had paid the
aggregate Obligations satisfied by such Guarantor Payment in the same proportion that
such Borrowers Allocable Amount (as defined below) (as determined immediately prior
to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the
Borrowers as determined immediately prior to the making of such Guarantor Payment,
then, following indefeasible payment in full in cash of the Obligations and
termination of the Commitments, such Borrower shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each other
Borrower for the amount of such excess, pro rata based upon their respective Allocable
Amounts in effect immediately prior to such Guarantor Payment.(b)
    
    As of any date of determination, the Allocable Amount of any Borrower shall
be equal to the maximum amount of the claim that could then be recovered from such
Borrower under this Section 12 without rendering such claim voidable or avoidable
under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state
Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute
or common law.(c)
    
    This Section 12.7 is intended only to define the relative rights of Borrowers
and nothing set forth in this Section 12.7 is intended to or shall impair the
obligations of Borrowers, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Agreement,
including Section 12.1. Nothing contained in this Section 12.7 shall limit the
liability of any Borrower to pay the Loans made directly or indirectly to that
Borrower and accrued interest, Fees and expenses with respect thereto for which such
Borrower shall be primarily liable.(d)
    
    The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets of the Borrower to which such
contribution and indemnification is owing.(e)
    
    The rights of the indemnifying Borrowers against other Credit Parties under
this Section 12.7 shall be exercisable upon the full and indefeasible payment in full
in cash of the Obligations and the termination of the Commitments and Letters of
Credit (or the cash
 95




---



##### 



collateralization or backing with standby letters of credit of all Letters of
Credit in accordance with Annex B).
 12.8
    
    Liability CumulativeThe liability of Borrowers under this Section 12 is in addition to and shall be cumulative
with all liabilities of each Borrower to Agent and Lenders under this Agreement and the
other Loan Documents to which such Borrower is a party or in respect of any Obligations or
obligation of the other Borrower, without any limitation as to amount, unless the instrument
or agreement evidencing or creating such other liability specifically provides to the
contrary.
 96




---



##### 



IN WITNESS WHEREOF
 H&E EQUIPMENT SERVICES, INC.,
as a BorrowerBy:Name:Title: H&E EQUIPMENT SERVICES (CALIFORNIA), LLC,
as a BorrowerByName:Title: GREAT NORTHERN EQUIPMENT, INC.,
as a BorrowerBy:Name:Title: 97




---



##### 



GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent and a LenderBy:Name:Title: 98




---



##### 



BANK OF AMERICA, N.A.,
as a LenderBy:Name:Title: 99




---



##### 



PNC BANK, NATIONAL ASSOCIATION,
as a LenderBy:Name:Title: 100




---



##### 



REGIONS BANK,
as a LenderBy:Name:Title: 101




---



##### 



SOVEREIGN BANK,
as a LenderBy:Name:Title: 102




---



##### 



NORTH FORK BUSINESS CAPITAL 
CORPORATION,
as a LenderBy:Name:Title: 103




---



##### 



GNE INVESTMENTS, INC.,
as a Credit PartyBy:Name:Title:H&E FINANCE CORP.,
as a Credit PartyBy:Name:Title:H&E CALIFORNIA HOLDING, INC.,
as a Credit PartyBy:Name:Title:J.W. BURRESS, INCORPORATED
as a Credit PartyBy:Name:Title: 104




---



##### 



ANNEX A (Recitals)
 to
 CREDIT AGREEMENT
 DEFINITIONS
  A Rated Bank
 Account Debtor
 Accounts accounts
 Additional Revolving Lender
 Advance
 Affiliate
 A-1




---



##### 



provided
 Agent
 Aggregate Borrowing Base
 Agreement
 Appendices
 Applicable L/C Margin
 Applicable Margins
 Applicable Revolver Index Margin
 Applicable Revolver LIBOR Margin
 Applicable Revolver Margins
 Applicable Unused Line Fee Margin
 Arranger
 Assignment Agreement
 A-2




---



##### 



Audit and Appraisal Liquidity Event provided
 Authorized Officer
 Authorized Representative
 Bankruptcy Code et seq
 Beneficial Owner
 Blocked Account Agreement
 Blocked Accounts
 Borrower
 Borrower Representative
 Borrowing Availability less less less
 A-3




---



##### 



Borrowing Base
 Borrowing Base Certificate
 BRS
 Burress
 Burress Acquisition
 Burress Acquistition Documents
 Burress Merger Agreement
 Business Day
 Capital Lease
 Capital Lease Obligation
 Cash Collateral Account
 Cash Equivalents
 Cash Management Systems
 A-4




---



##### 



Certificate of Exemption
 Change of Control
 Charges
 A-5




---



##### 



Chattel Paper
 Closing Checklist
 Closing Date
 Code provided provided further Code
 Collateral
 Collateral Agent
 Collateral Documents
 Collateral Reports
 Collection Account
 A-6




---



##### 



Commitment Termination Date
 Commitments
 Compliance Certificate
 Concentration Account
 Continuing Director
 Contracts
 Contribution Agreement and Plan of Reorganization
 Control Letter
 A-7




---



##### 



Copyright License
 Copyright Security Agreements
 Copyrights
 Covenant Liquidity Event provided
 Credit Parties
 Default
 Default Notice
 Default Rate
 Deposit Accounts
 A-8




---



##### 



Disbursement Accounts
 Disclosure Schedules
 Documents
 Dollars $
 Domestic Guarantor
 Domestic Subsidiary
 Eagle Acquisition
 Eagle Acquisition Agreement
 Eagle Acquisition Closing Date
 Eagle Acquisition Consent and Waiver
 EBITDA minus plus
 A-9




---



##### 



Eligible Accounts
 Eligible Equipment Inventory
 Eligible Parts and Tools Inventory
 Eligible Rentals
 Eligible Rolling Stock
 Environmental Laws
 A-10




---



##### 



. . . . . . .
 Environmental Liabilities
 Environmental Permits
 Equipment Inventory
 Equipment Inventory Appraisal provided
 A-11




---



##### 



ERISA
 ERISA Affiliate
 ERISA Event
 Event of Default
 Excess Availability
 Excess Availability Percentage provided
 A-12




---



##### 



Exchange Act
 Excluded Taxes
 Fair Labor Standards Act et seq
 Federal Funds Rate
 Federal Reserve Board
 Fees
 Field Examination Date
 Financial Covenants Annex G
 Financial Statements
 FIRREA
 First Restatement Date
 A-13




---



##### 



Fiscal Month
 Fiscal Quarter
 Fiscal Year
 Fixed Charges
 Fixed Charge Coverage Ratio less
 Fixtures
 Floor Plan Equipment Inventory
 Foreign Lender
 Funded Debt
 A-14




---



##### 



GAAP
 GE Capital
 GE Capital Fee Letter
 General Intangibles
 GNE Investments
 GNE Investments Pledge Agreement
 Goods
 A-15




---



##### 



Governmental Authority
 Great Northern
 Great Northern Borrowing Base
 (a)
    
    up to eighty-five percent (85%) of Great Northerns Eligible Accounts plus
eighty-five percent (85%) of Great Northerns Eligible Rentals, in each case, less any
Reserves (without duplication) established by Agent in good faith using reasonable
credit judgment as of such time, plus(b)
    
    up to one hundred percent (100%) of the Net Book Value of Great Northerns
new Eligible Equipment Inventory held for sale, less any Reserves (without
duplication) established by Agent in good faith using reasonable credit judgment as of
such time; plus(c)
    
    up to fifty percent (50%) of the Net Book Value of Great Northerns used
Eligible Equipment Inventory held for sale, less any Reserves (without duplication)
established by Agent in good faith using reasonable credit judgment as of such time;
plus(d)
    
    up to fifty percent (50%) of the Net Book Value of Great Northerns Eligible
Parts and Tools Inventory, less any Reserves (without duplication) established by
Agent in good faith using reasonable credit judgment as of such time; plus(e)
    
    up to fifty percent (50%) of the Net Book Value of Great Northerns Eligible
Rolling Stock, less any Reserves (without duplication) established by Agent in good
faith using reasonable credit judgment as of such time; plus(f)
    
    the lesser of (i) one hundred percent (100%) of the Net Book Value of Great
Northerns Eligible Equipment Inventory held for lease to third parties or being
leased to third parties and (ii) up to eighty-five percent (85%) of the Orderly
Liquidation Value of Great Northerns Eligible Equipment Inventory held for lease to
third parties or being leased to third parties, in each case, less any Reserves
(without duplication) established by Agent in good faith using reasonable credit
judgment as of such time.
 Guaranteed Indebtedness primary obligations primary obligor
 A-16




---



##### 



Guaranties
 Guarantors
 H&E Borrowing Base
 (a)
    
    up to eighty-five percent (85%) of H&E Delawares Eligible Accounts
plus eighty-five percent (85%) of H&E Delawares Eligible Rentals, in each case,
less any Reserves (without duplication) established by Agent in good faith using
reasonable credit judgment as of such time, plus(b)
    
    up to one hundred percent (100%) of the Net Book Value of H&E
Delawares new Eligible Equipment Inventory held for sale, less any Reserves
(without duplication) established by Agent in good faith using reasonable credit
judgment as of such time; plus(c)
    
    up to fifty percent (50%) of the Net Book Value of H&E Delawares
used Eligible Equipment Inventory held for sale, less any Reserves (without
duplication) established by Agent in good faith using reasonable credit judgment
as of such time; plus(d)
    
    up to fifty percent (50%) of the Net Book Value of H&E Delawares
Eligible Parts and Tools Inventory, less any Reserves (without duplication)
established by Agent in good faith using reasonable credit judgment as of such
time; plus(e)
    
    up to fifty percent (50%) of the Net Book Value of H&E Delawares
Eligible Rolling Stock, less any Reserves (without duplication) established by
Agent in good faith using reasonable credit judgment as of such time; plus
 A-17




---



##### 



(f)
    
    the lesser of (i) one hundred percent (100%) of the Net Book Value of
H&E Delawares Eligible Equipment Inventory held for lease to third parties or
being leased to third parties and (ii) up to eighty-five percent (85%) of the
Orderly Liquidation Value of H&E Delawares Eligible Equipment Inventory held for
lease to third parties or being leased to third parties, in each case, less any
Reserves (without duplication) established by Agent in good faith using reasonable
credit judgment as of such time.
  H&E California Borrowing Base
 (a)
    
    up to eighty-five percent (85%) of H&E Californias Eligible
Accounts plus eighty-five percent (85%) of H&E Californias Eligible Rentals, in
each case, less any Reserves (without duplication) established by Agent in good
faith using reasonable credit judgment as of such time, plus(b)
    
    up to one hundred percent (100%) of the Net Book Value of H&E
Californias new Eligible Equipment Inventory held for sale, less any Reserves
(without duplication) established by Agent in good faith using reasonable credit
judgment as of such time; plus(c)
    
    up to fifty percent (50%) of the Net Book Value of H&E
Californias used Eligible Equipment Inventory held for sale, less any Reserves
(without duplication) established by Agent in good faith using reasonable credit
judgment as of such time; plus(d)
    
    up to fifty percent (50%) of the Net Book Value of H&E
Californias Eligible Parts and Tools Inventory, less any Reserves (without
duplication) established by Agent in good faith using reasonable credit judgment
as of such time; plus(e)
    
    up to fifty percent (50%) of the Net Book Value of H&E
Californias Eligible Rolling Stock, less any Reserves (without duplication)
established by Agent in good faith using reasonable credit judgment as of such
time; plus(f)
    
    the lesser of (i) one hundred percent (100%) of the H&E
Californias Net Book Value of Eligible Equipment Inventory held for lease to
third parties or being leased to third parties and (ii) up to eighty-five
percent (85%) of the Orderly Liquidation Value of H&E Californias Eligible
Equipment Inventory held for lease to third parties or being leased to third
parties, in each case, less any Reserves (without
 A-18




---



##### 



duplication) established by Agent in good faith using reasonable credit judgment
as of such time.
 H&E California Holding
 H&E California
 H&E Finance
 H&E Mergers
 H&E Pledge Agreement
 Hazardous Material
 Hedging Agreement
 Incremental Revolving Loan Commitments
 Indebtedness
 A-19




---



##### 



Indemnified Liabilities
 Indemnified Person
 Indenture Debt
 Index Rate The Wall Street Journal The Wall Street
Journal plus
 Index Rate Loan
 Inspections
 Instruments
 Intellectual Property
 A-20




---



##### 



Inter-Creditor Agreement
 Interest Expense
 Interest Payment Date provided provided, further,
 Inventory
 Investment Property
 IRC
 IRS
 L/C Issuer
 A-21




---



##### 



L/C Sublimit
 Lenders
 Letter of Credit Fee
 Letter of Credit Obligations
 Letters of Credit
 Letter-of-Credit Rights
 Leverage Ratio
 LIBOR Business Day
 LIBOR Loan
 LIBOR Period provided
 (a)
    
    if any LIBOR Period would otherwise end on a day that is not a LIBOR
Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR
Business
 A-22




---



##### 



Day unless the result of such extension would be to carry such LIBOR Period into
another calendar month in which event such LIBOR Period shall end on the
immediately preceding LIBOR Business Day;(b)
    
    any LIBOR Period that would otherwise extend beyond the Commitment
Termination Date shall end 1 LIBOR Business Days prior to such date;(c)
    
    any LIBOR Period that begins on the last LIBOR Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in
the calendar month at the end of such LIBOR Period) shall end on the last LIBOR
Business Day of a calendar month;(d)
    
    Borrower Representative shall select LIBOR Periods so as not to
require a payment or prepayment of any LIBOR Loan during a LIBOR Period for such
Loan; and(e)
    
    Borrower Representative shall select LIBOR Periods so that there
shall be no more than seven (7) separate LIBOR Loans in existence at any one time.
 LIBOR Rate
 License
 Lien
 Litigation
 Loan Account
 Loan Documents
 A-23




---



##### 



Loans
 Lock Boxes
 Margin Stock
 Material Adverse Effect
 Maximum Amount
 Merger Agreement
 Merger Documents
 Multiemployer Plan
 Net Book Value
 A-24




---



##### 



Net Proceeds
 Non-Excluded Taxes
 Non-Funding Lender
 Notes
 Notice of Conversion/Continuation
 Notice of Revolving Credit Advance
 Obligations
 Off Balance Sheet Equipment Inventory
 Offer to Purchase and Consent Solicitation
 Open Account
 Open Account Refinancing
 A-25




---



##### 



Operating Lease Payoff Value
 Orderly Liquidation Value
 Original Advance Rate
 Original Closing Date
 Original Lenders
 Original Letters of Credit
 Original Letter of Credit Obligations
 Original Related Transactions
 Original Related Transactions Documents
 A-26




---



##### 



Original Revolving Credit Advances
 Original Revolving Note
 Original Swing Line Advances
 Other Taxes
 P&E
 P&E Appraisal provided,
 A-27




---



##### 



P&E Capital Expenditures
 Parts and Tools Inventory
 Patent License
 Patent Security Agreements
 Patents
 PBGC
 Pension Plan
 Permitted Acquisition
 Permitted Encumbrances
 A-28




---



##### 



provided provided further provided provided further provided
 Person
 Plan
 Pledge Agreements
 Predecessor
 A-29




---



##### 



Principals
 Proceeds
 Pro Forma
 Prohibited Swing Line Advance
 Projections
 A-30




---



##### 



Properly Elects
 Pro Rata Share
 Qualified Assignee provided,
 Qualified Plan
 Real Estate
 Refinancing Lien
 Refunded Swing Line Loan
 Related Party
 A-31




---



##### 



Related Transactions
 Related Transactions Documents
 Release
 Rentals
 Requisite Lenders
 Reserves
 Restricted Payment
 A-32




---



##### 



Retiree Welfare Plan
 Revolving Credit Advance
 Revolving Lenders
 Revolving Loan plus
 Revolving Loan Commitment
 Revolving Note
 A-33




---



##### 



Security Agreements t
 Senior Debt
 Senior Note Indenture
 Senior Notes
 Senior Subordinated Note Indenture
 Senior Subordinated Notes 1 2
 Senior Unsecured Note Indenture
 Senior Unsecured Notes
 Settlement Date
 Software
 A-34




---



##### 



Solvent
 Stock
 Stockholder
 Subject Property
 Subordinated Debt
 Subsidiary
 A-35




---



##### 



Subsidiary Guaranties
 Supplemental Indentures
 Supporting Obligations
 Swap Related L/C
 Swap Related Reimbursement Obligation Section
1.2A
 Swing Line Advance
 Swing Line Availability
 Swing Line Commitment
 Swing Line Lender
 Swing Line Loan
 Swing Line Note
 Tangible Assets
 Target
 A-36




---



##### 



Taxes
 Termination Date
 Title IV Plan
 Titled Vehicles
 Trademark Security Agreements
 Trademark License
 Trademarks
 Trustee
 Unasserted Contingent Obligations
 A-37




---



##### 



Unfunded Pension Liability
 Vendor Inter-Creditor Agreement
 Welfare Plan
   A-38




---



##### 



ANNEX B (Section 1.2)
 to
 CREDIT AGREEMENT
 LETTERS OF CREDIT
 (a)
    
    IssuanceSubject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to
incur, from time to time prior to the Commitment Termination Date, upon the request of
Borrower Representative on behalf of the applicable Borrower and for such Borrowers
account, Letter of Credit Obligations by causing Letters of Credit to be issued by an L/C
Issuer for Borrowers account and guaranteed by Agent; provided, that if the L/C Issuer is a
Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather
each Revolving Lender shall, subject to the terms and conditions hereinafter set forth,
purchase (or be deemed to have purchased) risk participations in all such Letters of Credit
issued with the written consent of Agent, as more fully described in paragraph (b)(ii)
below. The aggregate amount of all such Letter of Credit Obligations shall not at any time
exceed the least of (i) Thirty Million Dollars ($30,000,000) (the L/C Sublimit), and (ii)
the Maximum Amount lessthe aggregate outstanding principal balance of the Revolving Credit
Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the
aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line
Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on
behalf of any Borrower shall not at any time exceed such Borrowers separate Borrowing Base
less the aggregate principal balance of the Revolving Credit Advances and the Swing
Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is more
than one year following the date of issuance thereof, unless otherwise determined by Agent
in its sole discretion, and neither Agent nor Revolving Lenders shall be under any
obligation to incur Letter of Credit Obligations in respect of, or purchase risk
participations in, any Letter of Credit having an expiry date that is later than the date
that is referred to in clause (a) of the definition of Commitment Termination Date. Each
issuance of a Letter of Credit shall be made on notice by Borrower Representative on behalf
of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the
address specified therein. Any such notice must be given no later noon (New York time) on
the date which is three (3) Business Days prior to the proposed issuance of such Letter of
Credit. Each such notice (a Notice of Issuance of Letter of Credit) must be given in
writing (by telecopy or overnight courier) substantially in the form of Exhibit B-1(a),
shall be accompanied by the proposed form of Letter of Credit (which must be acceptable to
the L/C Issuer) and shall include the information required in such Exhibit and such other
administrative information as may be reasonably required by Agent. Notwithstanding anything
contained herein to the contrary, Letter of Credit applications by Borrowers and approvals
by Agent and the L/C Issuer may be made and transmitted pursuant to electronic codes and
security measures mutually agreed upon and established by and among Borrowers, Agent and the
L/C Issuer.
 B-1




---



##### 



(b)
    
    Advances Automatic; Participations
 (i)
    
    In the event that Agent or any Revolving Lender shall make any payment on or
pursuant to any Letter of Credit Obligation, such payment shall then be deemed
automatically to constitute a Revolving Credit Advance to the applicable Borrower under
Section 1.1(a) of the Agreement regardless of whether a Default or Event of Default has
occurred and is continuing and notwithstanding any Borrowers failure to satisfy the
conditions precedent set forth in Section 2, and each Revolving Lender shall be
obligated to pay its Pro Rata Share thereof in accordance with the Agreement. The
failure of any Revolving Lender to make available to Agent for Agents own account its
Pro Rata Share of any such Revolving Credit Advance or payment by Agent under or in
respect of a Letter of Credit shall not relieve any other Revolving Lender of its
obligation hereunder to make available to Agent its Pro Rata Share thereof, but no
Revolving Lender shall be responsible for the failure of any other Revolving Lender to
make available such other Revolving Lenders Pro Rata Share of any such payment.(ii)
    
    If it shall be illegal or unlawful for any Borrower to incur Revolving Credit
Advances as contemplated by paragraph (b)(i) above because of an Event of Default
described in Section 8.1(h) or Section 8.1(i) or otherwise or if it shall be illegal or
unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the
reimbursement obligations owed to an L/C Issuer, or if the L/C Issuer is a Revolving
Lender, then (A) immediately and without further action whatsoever, each Revolving
Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or
such L/C Issuer, as the case may be) an undivided interest and participation equal to
such Revolving Lenders Pro Rata Share (based on the Revolving Loan Commitments) of the
Letter of Credit Obligations in respect of all Letters of Credit then outstanding and
(B) thereafter, immediately upon issuance of any Letter of Credit, each Revolving
Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or
such L/C Issuer, as the case may be) an undivided interest and participation in such
Revolving Lenders Pro Rata Share (based on the Revolving Loan Commitments) of the
Letter of Credit Obligations with respect to such Letter of Credit on the date of such
issuance. Each Revolving Lender shall fund its participation in all payments or
disbursements made under the Letters of Credit in the same manner as provided in the
Agreement with respect to Revolving Credit Advances.
 (c)
    
    Cash Collateral
 (i)
    
    If Borrowers are required to provide cash collateral for any Letter of Credit
Obligations pursuant to the Agreement prior to the Commitment Termination Date, each
Borrower will pay to Agent for the ratable benefit of itself and Revolving Lenders cash
or cash equivalents acceptable to Agent (Cash Equivalents) in an amount equal to 105%
of the maximum amount then available to be drawn under each applicable Letter of Credit
outstanding for the benefit of such Borrower. Such funds or Cash Equivalents shall be
 B-2




---



##### 



held by Agent in a cash collateral account (the Cash Collateral Account)
maintained at a bank or financial institution acceptable to Agent. The Cash
Collateral Account shall be in the name of the applicable Borrower and shall be
pledged to, and subject to the control of, Agent, for the benefit of Agent and
Lenders, in a manner reasonably satisfactory to Agent. Each Borrower hereby pledges
and grants to Agent, on behalf of itself and Lenders, a security interest in all
such funds and Cash Equivalents held in the Cash Collateral Account from time to
time and all proceeds thereof, as security for the payment of all amounts due in
respect of the Letter of Credit Obligations and other Obligations, whether or not
then due. The Agreement, including this Annex B, shall constitute a security
agreement under applicable law.
 (ii)
    
    If any Letter of Credit Obligations, whether or not then due and payable, shall
for any reason be outstanding on the Commitment Termination Date, each applicable
Borrower shall either (A) provide cash collateral therefor in the manner described
above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be
canceled and returned, or (C) with the consent of Agent, deliver a stand-by letter (or
letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by
letter (or letters) of credit shall be of like tenor and duration as, and in an amount
equal to 105% of the aggregate maximum amount then available to be drawn under, the
Letters of Credit to which such outstanding Letter of Credit Obligations relate and
shall be issued by a Person, and shall be subject to such terms and conditions, as are
be satisfactory to Agent in its sole discretion.(iii)
    
    From time to time after funds are deposited in the Cash Collateral Account by
Borrower, whether before or after the Commitment Termination Date, Agent may apply such
funds or Cash Equivalents then held in the Cash Collateral Account to the payment of
any amounts, and in such order as Agent may elect, as shall be or shall become due and
payable by such Borrower to Agent and Lenders with respect to such Letter of Credit
Obligations of such Borrower and, upon the satisfaction in full of all Letter of Credit
Obligations, to any other Obligations of such Borrower then due and payable.(iv)
    
    No Borrower nor any Person claiming on behalf of or through any Borrower shall
have any right to withdraw any of the funds or Cash Equivalents held in the Cash
Collateral Account, except that upon the termination of all Letter of Credit
Obligations and the payment of all amounts payable by Borrowers to Agent and Lenders in
respect thereof, any funds remaining in the Cash Collateral Account shall be applied to
other Obligations then due and owing and upon payment in full of such other
Obligations, any remaining amount shall be paid to Borrowers or as otherwise required
by law. Interest earned on deposits in the Cash Collateral Account shall be for the
account of Agent.
 (d)
    
    Fees and ExpensesEach Borrower agree to pay to Agent for the benefit of Revolving Lenders, as compensation to
such Lenders for Letter of Credit Obligations incurred by such Borrower hereunder, (i) all
costs
 B-3




---



##### 



and expenses incurred by Agent or any Lender on account of such Letter of Credit
Obligations, and (ii) for each month during which any such Letter of Credit Obligation shall
remain outstanding, a fee (the Letter of Credit Fee) in an amount equal to the Applicable
L/C Margin from time to time in effect multiplied by the maximum amount available from time
to time to be drawn under the applicable Letter of Credit. Such fee shall be paid to Agent
for the benefit of the Revolving Lenders in arrears, on the first day of each month and on
the Commitment Termination Date. In addition, each Borrower shall pay to any L/C Issuer, on
demand, such fees (including all per annum fees), charges and expenses of such L/C Issuer in
respect of the issuance, negotiation, acceptance, amendment, transfer and payment of such
Letter of Credit or otherwise payable pursuant to the application and related documentation
under which such Letter of Credit is issued.(e)
    
    Omitted(f)
    
    Obligation AbsoluteThe obligation of Borrowers to reimburse Agent and Revolving Lenders for payments made with
respect to any Letter of Credit Obligation shall be absolute, unconditional and irrevocable,
without necessity of presentment, demand, protest or other formalities, and the obligations
of each Revolving Lender to make payments to Agent with respect to Letters of Credit shall
be unconditional and irrevocable. Such obligations of Borrowers and Revolving Lenders shall
be paid strictly in accordance with the terms hereof under all circumstances including the
following:
 (i)
    
    any lack of validity or enforceability of any Letter of Credit or the Agreement
or the other Loan Documents or any other agreement;(ii)
    
    the existence of any claim, setoff, defense or other right that any Borrower or
any of its Affiliates or any Lender may at any time have against a beneficiary or any
transferee of any Letter of Credit (or any Persons or entities for whom any such
transferee may be acting), Agent, any Lender, or any other Person, whether in
connection with the Agreement, the Letter of Credit, the transactions contemplated
herein or therein or any unrelated transaction (including any underlying transaction
between any Borrower or any of its Affiliates and the beneficiary for which the Letter
of Credit was procured);(iii)
    
    any draft, demand, certificate or any other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect;(iv)
    
    payment by Agent (except as otherwise expressly provided in paragraph
(g)(ii)(C) below) or any L/C Issuer under any Letter of Credit or guaranty thereof
against presentation of a demand, draft or certificate or other document that does not
comply with the terms of such Letter of Credit or such guaranty;(v)
    
    any other circumstance or event whatsoever, that is similar to any of the
foregoing; or(vi)
    
    the fact that a Default or an Event of Default has occurred and is continuing.
 B-4




---



##### 



(g)
    
    Indemnification; Nature of Lenders Duties
 (i)
    
    In addition to amounts payable as elsewhere provided in the Agreement,
Borrowers hereby agree to pay and to protect, indemnify, and save harmless Agent and
each Lender from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys fees and allocated costs
of internal counsel) that Agent or any Lender may incur or be subject to as a
consequence, direct or indirect, of (A) the issuance of any Letter of Credit or
guaranty thereof, or (B) the failure of Agent or any Lender seeking indemnification or
of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty
thereof as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or Governmental Authority, in each
case other than to the extent solely as a result of the gross negligence or willful
misconduct of Agent or such Lender (as finally determined by a court of competent
jurisdiction).(ii)
    
    As between Agent and any Lender and Borrowers, Borrowers assume all risks of
the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any
Letter of Credit. In furtherance and not in limitation of the foregoing, to the
fullest extent permitted by law neither Agent nor any Lender shall be responsible for:
(A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document issued by any party in connection with the application for and issuance of any
Letter of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part,
that may prove to be invalid or ineffective for any reason; (C) failure of the
beneficiary of any Letter of Credit substantially to comply with conditions required in
order to demand payment under such Letter of Credit; providedthat, in the case of any
payment by Agent under any Letter of Credit or guaranty thereof, Agent shall be liable
to the extent such payment was made solely as a result of its gross negligence or
willful misconduct (as finally determined by a court of competent jurisdiction) in
determining that the demand for payment under such Letter of Credit or guaranty thereof
complies on its face with any applicable requirements for a demand for payment under
such Letter of Credit or guaranty thereof; (D) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they may be in cipher; (E) errors in interpretation of
technical terms; (F) any loss or delay in the transmission or otherwise of any document
required in order to make a payment under any Letter of Credit or guaranty thereof or
of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter
of Credit or guaranty thereof; and (H) any consequences arising from causes beyond the
control of Agent or any Lender. None of the above shall affect, impair, or prevent the
vesting of any of Agents or any Lenders rights or powers hereunder or under the
Agreement.
 B-5




---



##### 



(iii)
    
    Nothing contained herein shall be deemed to limit or to expand any waivers,
covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of
credit application, reimbursement agreement or similar document, instrument or
agreement between or among Borrowers and such L/C Issuer.
 (h)
    
    ReimbursementBorrowers shall be irrevocably and unconditionally obligated forthwith without presentment,
demand, protest or other formalities of any kind (including for purposes of Section 12), to
reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by
such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments,
fees, Charges, costs and expenses paid by such L/C Issuer. Borrowers hereby authorize and
direct Agent, at Agents option, to debit Borrowers account (by increasing the outstanding
principal balance of the Revolving Credit Advances) in the amount of any payment made by an
L/C Issuer with respect to any Letter of Credit.
 B-6




---



##### 



ANNEX C (Section 1.8)
 to
 CREDIT AGREEMENT
 CASH MANAGEMENT SYSTEMS
  (a)
    
    On or before the Closing Date, and until the Termination Date, each Borrower shall (i)
establish lock boxes (Lock Boxes) or at Agents discretion, blocked accounts (Blocked
Accounts) at one or more of the banks set forth in Disclosure Schedule (3.19), and shall
request in writing and otherwise take such reasonable steps to ensure that all Account Debtors
(except as set forth below) forward payment directly to such Lock Boxes, and (ii) deposit and
cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later
than the first Business Day after the date of receipt thereof, all cash, checks, drafts or
other similar items of payment relating to or constituting payments made in respect of any and
all Collateral (whether or not otherwise delivered to a Lock Box) into one or more Blocked
Accounts in such Borrowers name or any such Subsidiarys name and at a bank identified in
Disclosure Schedule (3.19) (each, a Relationship Bank). At the request of Agent, each
Borrower shall have established a concentration account in its name (each a Concentration
Account and collectively, the Concentration Accounts) at the bank which shall be designated
as the Concentration Account bank for such Borrower in Disclosure Schedule (3.19) (the
Concentration Account Bank and, collectively, the Concentration Account Banks) which bank
shall be reasonably satisfactory to Agent and such Borrower. No Credit Party shall maintain a
deposit account that is not subject to a Blocked Account Agreement.(b)
    
    Each Borrower may maintain, in its name, an account (each a Disbursement Account and
collectively, the Disbursement Accounts) at a bank reasonably acceptable to Agent into which
Agent shall, from time to time, deposit proceeds of Revolving Credit Advances and Swing Line
Advances made to such Borrower pursuant to Section 1.1 for use by such Borrower solely in
accordance with the provisions of Section 1.4. No Credit Party shall maintain any deposit
account other than a deposit account that is subject to a Blocked Account Agreement.(c)
    
    On or before the Closing Date (or such later date as Agent shall consent to in writing), each
Concentration Account Bank, each bank where a Disbursement Account is maintained and all other
Relationship Banks, shall have entered into tri-party blocked account agreements with Agent,
for the benefit of itself and Lenders, and the applicable Credit Party and Subsidiaries
thereof, as applicable, in form and substance reasonably acceptable to Agent, which shall
become operative on or prior to the Closing Date (a Blocked Account Agreement). Each such
blocked account agreement shall provide, among other things, that (i) all items of payment
deposited in such account and proceeds thereof deposited in the applicable Concentration
Account are held by
 C-1




---



##### 



such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (ii)
the bank executing such agreement has no rights of setoff or recoupment or any other claim
against such account, as the case may be, other than for payment of its service fees and
other charges directly related to the administration of such account and for returned checks
or other items of payment, and (iii) from and after the Closing Date (A) with respect to
banks at which a Blocked Account is maintained, such bank agrees, from and after the receipt
of a notice (an Activation Notice) from Agent (which Activation Notice may be given by
Agent at any time at which (1) a Default or Event of Default has occurred and is continuing,
(2) Agent reasonably believes based upon information available to it that a Default or an
Event of Default is likely to occur; (3) Agent reasonably believes that an event or
circumstance that is likely to have a Material Adverse Effect has occurred, or (4) Agent
reasonably has grounds to believe that the integrity of any Credit Party Cash Management
Systems has been compromised or any Credit Party compliance with the provisions of this
Annex C or any other provisions of the Loan Documents to the extent related to such Cash
Management Systems (any of the foregoing being referred to herein as an Activation
Event)), to forward immediately all amounts in each Blocked Account to such Borrowers
Concentration Account Bank and to commence the process of daily sweeps from such Blocked
Account into the applicable Concentration Account and (B) with respect to each Concentration
Account Bank, such bank agrees from and after the receipt of an Activation Notice from Agent
upon the occurrence of an Activation Event, to immediately forward all amounts received in
the applicable Concentration Account to the Collection Account through daily sweeps from
such Concentration Account into the Collection Account. From and after the date Agent has
delivered an Activation Notice to any bank with respect to any Blocked Account(s), no Credit
Party shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash
in Disbursement Accounts or payroll accounts as of any date of determination in excess of
checks outstanding against such accounts as of that date and amounts necessary to meet
minimum balance requirements.(d)
    
    So long as no Default or Event of Default has occurred and is continuing, Credit Parties may
amend Disclosure Schedule (3.19) to add or replace a Relationship Bank, Lock Box or Blocked
Account or to replace any Concentration Account or any Disbursement Account; provided, that
(i) Agent shall have consented in writing in advance to the opening of such account or Lock
Box with the relevant bank and (ii) prior to the time of the opening of such account or Lock
Box, the applicable Credit Party or its Subsidiaries, as applicable, and such bank shall have
executed and delivered to Agent a tri-party blocked or Lock Box account agreement, in form and
substance reasonably satisfactory to Agent. Each Credit Party shall close any of its accounts
(and establish replacement accounts in accordance with the foregoing sentence) promptly and in
any event within thirty (30) days following notice from Agent that the creditworthiness of any
bank holding an account is no longer acceptable in Agents reasonable judgment, or as promptly
as practicable and in any event within sixty (60) days following notice from Agent that the
operating performance, funds transfer or availability procedures or performance with respect
to accounts or Lock Boxes of the bank holding such accounts or Agents liability under any
tri-party blocked or Lock Box blocked account agreement with such bank is no longer acceptable
in Agents reasonable judgment.
 C-2




---



##### 



(e)
    
    The Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Accounts shall
be cash collateral accounts, with all cash, checks and other similar items of payment in such
accounts securing payment of the Loans and all other Obligations, and in which the applicable
Credit Party and each Subsidiary thereof shall have granted a Lien to Agent, on behalf of
itself and Lenders, pursuant to its Security Agreement.(f)
    
    All amounts deposited in the Collection Account shall be deemed received by Agent in
accordance with Section 1.6 and shall be applied (and allocated) by Agent in accordance with
Section 1.7. In no event shall any amount be so applied unless and until such amount shall
have been credited in immediately available funds to the Collection Account.(g)
    
    Each Credit Party shall and shall cause its Affiliates, officers, employees, agents,
directors or other Persons acting for or in concert with such Credit Party (each a Related
Person) to (i) hold in trust for Agent, for the benefit of itself and Lenders, all checks,
cash and other items or payment constituting proceeds of Collateral received by such Credit
Party or any such Related Person, and (ii) within one (1) Business Day after receipt by such
Credit Party or any such Related Person of any checks, cash or other items or payment, deposit
the same into a Blocked Account of such Credit Party. Each Credit Party and each Related
Person thereof acknowledges and agrees that all cash, checks or other items of payment
constituting proceeds of Collateral are part of the Collateral. All proceeds of the sale or
other disposition of any Collateral, shall be deposited directly into the applicable Blocked
Accounts.
 C-3




---



##### 



ANNEX D (Section 2.2(a))
 to
 CREDIT AGREEMENT
 CLOSING CHECKLIST
  (A)
    
    AppendicesAll Appendices to the Agreement, in form and substance satisfactory to Agent.(B)
    
    Revolving Notes and Swing Line NoteDuly executed originals of the Revolving Notes and Swing Line Notes for each applicable
Lender, dated the Closing Date, if requested by the respective Lenders.(C)
    
    InsuranceSatisfactory evidence that the insurance policies required by Section 5.4 are in full force
and effect, together with appropriate evidence showing loss payable and/or additional
insured clauses or endorsements, as requested by Agent, in favor of Agent, on behalf of
Lenders.(D)
    
    Security DocumentsSuch amendments, confirmations and assumptions of or relating to the Collateral Documents
and such additional security, pledge and similar documents as Agent may reasonably request.(E)
    
    Perfection CertificatesPerfection certificates as to each Credit Party, in form and substance satisfactory to
Agent, executed by each Credit Party.(F)
    
    Burress GuarantyA Subsidiary Guaranty, executed and delivered by Burress, in favor of Agent and Lenders.(G)
    
    Security Interests and Code Filings
 (a)
    
    Evidence satisfactory to Agent that Agent (for the benefit of itself and
Lenders) has a valid and perfected first priority security interest in the Collateral,
including (i) such documents duly executed by each Credit Party (including financing
statements under the
 D-1




---



##### 



Code and other applicable documents under the laws of any jurisdiction with respect
to the perfection of Liens) as Agent may request in order to perfect its security
interests in the Collateral and (ii) copies of Code search reports listing all
effective financing statements that name any Credit Party as debtor, together with
copies of such financing statements, none of which shall cover the Collateral,
except for Permitted Encumbrances.(b)
    
    Evidence satisfactory to Agent, including copies, of all UCC-1 and other
financing statements filed in favor of any Credit Party with respect to each location,
if any, at which Parts and Tools Inventory or Equipment Inventory may be consigned.(c)
    
    Control Letters from (i) all issuers of uncertificated securities and financial
assets held by any Borrower, (ii) all securities intermediaries with respect to all
securities accounts and securities entitlements of any Borrower other than any
securities accounts which are solely and directly linked to a deposit account that is
subject to a Blocked Account Agreement, and (iii) all futures commission agents and
clearing houses with respect to all commodities contracts and commodities accounts held
by any Borrower.(d)
    
    Evidence that Agent has been named as lien-holder or secured party on all
certificates of title for all Title Vehicles owned by Credit Parties, other than Titled
Vehicles constituting Equipment Inventory (except that Agent must be named as
lien-holder on Titled Vehicles constituting Equipment Inventory of the type listed on
Disclosure Schedule (3.24)).
 (H)
    
    Borrowing Base CertificateDuly executed originals of a Borrowing Base Certificate from each Borrower, dated the
Closing Date, reflecting information concerning Eligible Accounts, Eligible Rentals,
Eligible Parts and Tools Inventory, Eligible Rolling Stock and Eligible Equipment Inventory
of Borrowers.(I)
    
    Notice of Revolving Credit AdvanceDuly executed originals of a Notice of Revolving Credit Advance, dated the Closing Date,
with respect to the Revolving Credit Advance to be requested by Borrowers on the Closing
Date.(J)
    
    Letter of DirectionDuly executed originals of a letter of direction from Borrowers addressed to Agent, on
behalf of itself and Lenders, with respect to the disbursement on the Closing Date of the
proceeds of the Revolving Credit Advance made hereunder.(K)
    
    Cash Management System; Blocked Account AgreementsEvidence satisfactory to Agent that, as of the Closing Date, Cash Management Systems
complying with Annex C to the Agreement have been established and are currently being
maintained in the manner set forth in such Annex C, together with copies of duly executed
tri-party blocked account and lock box agreements, reasonably satisfactory to Agent, with
the banks as required by Annex C.
 D-2




---



##### 



(L)
    
    Certificate of Formation and Good StandingFor each Credit Party, (a) its articles or certificate of incorporation or certificate of
formation, as applicable, and all amendments thereto, (b) good standing certificates
(including verification of tax status) in its state of incorporation or formation, as
applicable, and (c) good standing certificates (including verification of tax status) and
certificates of qualification to conduct business in each jurisdiction where its ownership
or lease of property or the conduct of its business requires such qualification, each dated
a recent date prior to the Closing Date and certified by the applicable Secretary of State
or other authorized Governmental Authority.(M)
    
    By-laws and ResolutionsFor each Credit Party, (a) its by-laws or operating agreement, as applicable, together with
all amendments thereto and (b) resolutions of such Persons Board of Directors or Board of
Members, as applicable, approving and authorizing the execution, delivery and performance of
the Loan Documents to which it is a party and the transactions to be consummated in
connection therewith, each certified as of the Closing Date by such Persons secretary or an
assistant secretary as being in full force and effect without any modification or amendment.(N)
    
    Incumbency CertificatesFor each Credit Party, signature and incumbency certificates of the officers of such Person
executing any of the Loan Documents, certified as of the Closing Date by such Persons
secretary or an assistant secretary as being true, accurate, correct and complete.(O)
    
    Opinions of CounselDuly executed originals of opinions of Dechert LLP, New York and California counsel for the
Credit Parties, together with opinions of Delaware, Washington, Montana and Virginia
counsel, each in form and substance reasonably satisfactory to Agent and its counsel, dated
the Closing Date, and each accompanied by a letter addressed to such counsel from the Credit
Parties, authorizing and directing such counsel to address its opinion to Agent, on behalf
of Lenders, and to include in such opinion an express statement to the effect that Agent and
Lenders are authorized to rely on such opinion.(P)
    
    GE Capital Fee LetterDuly executed originals of the GE Capital Fee Letter in form and substance satisfactory to
GE Capital.(Q)
    
    Officers CertificateDuly executed originals of a certificate of an Authorized Officer of each Credit Party,
dated the Closing Date, stating that, (i) since December 31, 2006 (a) no event or condition
has occurred or is existing which could reasonably be expected to have a Material Adverse
Effect; (b) there has
 D-3




---



##### 



been no material adverse change in the industry in which any Borrower operates; (c) no
Litigation has been commenced against such Credit Party which, if successful, would have a
Material Adverse Effect or could challenge any of the transactions contemplated by the
Agreement and the other Loan Documents; and (d) there has been no material increase in
liabilities, liquidated or contingent, and no material decrease in assets of any Borrower or
any of its Subsidiaries; (ii) no default or event of default has occurred under any material
contract to which any Borrower is a party; (iii) that the conditions set forth in Section
2.1(k) have been satisfied and (iv) that the attached copies of the Related Transactions
Documents are correct and complete.(R)
    
    WaiversLandlord waivers and consents, bailee letters and mortgagee agreements in form and substance
reasonably satisfactory to Agent, in each case as required pursuant to Section 5.9, provided
that Agent may waive this condition as to any one or more locations as contemplated by
Section 5.9 and the various borrowing base definitions.(S)
    
    AppraisalsEquipment Inventory Appraisals and P&E Appraisals conducted by an appraiser reasonably
satisfactory to Agent and Borrowers and using a methodology reasonably satisfactory to
Agent, each of which shall be in form and substance reasonably satisfactory to Agent.(T)
    
    Environmental ReportsAgent shall have received such environmental review and audit reports with respect to the
Real Estate of any Credit Party as Agent shall have requested, and Agent shall be satisfied,
in its sole discretion, with the contents of all such environmental reports.(U)
    
    Audited Financials; Financial ConditionThe Financial Statements, Projections and other materials set forth in Section 3.4,
certified by an Authorized Officer of Borrower Representative, in each case in form and
substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole
discretion, with all of the foregoing. Agent shall have further received a certificate of
an Authorized Officer of each Borrower, based on such Pro Forma and Projections, to the
effect that (a) such Borrower will be Solvent upon the consummation of the transactions
contemplated herein; (b) the Pro Forma fairly presents the financial condition of such
Borrower as of the date thereof after giving effect to the transactions contemplated by the
Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein,
all of which such Borrower believes to be reasonable and fair in light of current conditions
and current facts known to such Borrower and, as of the Closing Date, reflect such
Borrowers good faith and reasonable estimates of its future financial performance and of
the other information projected therein for the period set forth therein; and (e) containing
such other statements with respect to the solvency of such Borrower and matters related
thereto as Agent shall request.
 D-4




---



##### 



(V)
    
    Other DocumentsSuch other certificates, documents and agreements respecting and Credit Party as Agent may,
in its sole discretion, request.
 D-5




---



##### 



ANNEX E (Section 4.1(a))
 to
 CREDIT AGREEMENT
 FINANCIAL STATEMENTS AND PROJECTIONS  REPORTING
  (a)
    
    Monthly FinancialsTo Agent and Lenders, within thirty (30) days after the end of each Fiscal Month,
financial information regarding H&E Delaware and its Subsidiaries, certified by an
Authorized Officer of Borrower Representative, consisting of consolidated and
consolidating, if applicable (i) unaudited balance sheets as of the close of such
Fiscal Month (including a summary of the outstanding balance of all Intercompany
Notes as of the last day of such Fiscal Month) and the related statements of income
and cash flow and shareholders equity for that portion of the Fiscal Year ending as
of the close of such Fiscal Month and (ii) unaudited statements of income, cash
flows and shareholders equity for such Fiscal Month, setting forth in comparative
form the figures for the corresponding period in the prior year and the figures
contained in the Projections for such Fiscal Year, all prepared in accordance with
GAAP (subject to normal year-end adjustments). Such financial information shall be
accompanied by (A) a statement in reasonable detail (each, a Compliance
Certificate) showing the calculations used in determining compliance with each
Financial Covenant which is tested on a monthly basis as of the end of such Fiscal
Quarter, and (B) the certification of an Authorized Officer of Borrower
Representative that (i) such financial information presents fairly in accordance
with GAAP (subject to normal year-end adjustments) the financial position and
results of operations of H&E Delaware and its Subsidiaries, on a consolidated and
consolidating basis, if applicable, in each case as at the end of such Fiscal Month
and for that portion of the Fiscal Year then ended and (ii) any other information
presented is true, correct and complete in all material respects and that there was
no Default or Event of Default in existence as of such time or, if a Default or
Event of Default has occurred and is continuing, describing the nature thereof and
all efforts undertaken to cure such Default or Event of Default.(b)
    
    Quarterly FinancialsTo Agent and Lenders, within forty-five (45) days after the end of each Fiscal
Quarter, consolidated and consolidating, if applicable, financial information
regarding H&E Delaware and its Subsidiaries, certified by an Authorized Officer of
Borrower Representative, including (i) unaudited balance sheets as of the close of
such Fiscal
 E-1




---



##### 



Quarter and the related statements of income and cash flow for that portion of the
Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited
statements of income and cash flows for such Fiscal Quarter, in each case setting
forth in comparative form, the figures for the corresponding period in the prior
year and the figures contained in the Projections for such Fiscal Year, all prepared
in accordance with GAAP (subject to normal year-end adjustments). Such financial
information shall be accompanied by (A) a Compliance Certificate in respect of each
of the Financial Covenants that are tested on a quarterly basis as at the end of
such Fiscal Quarter and (B) the certification of an Authorized Officer of Borrower
Representative that (i) such financial information presents fairly in accordance
with GAAP (subject to normal year-end adjustments) the financial position, results
of operations and statements of cash flows of H&E Delaware and its Subsidiaries, on
both a consolidated and consolidating basis, if applicable, as at the end of such
Fiscal Quarter and for that portion of the Fiscal Year then ended, (ii) any other
information presented is true, correct and complete in all material respects and
that there was no Default or Event of Default in existence as of such time or, if a
Default or Event of Default has occurred and is continuing, describing the nature
thereof and all efforts undertaken to cure such Default or Event of Default. In
addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days
after the end of each Fiscal Quarter, a management discussion and analysis that
includes a comparison to budget for that Fiscal Quarter and a comparison of
performance for that Fiscal Quarter to the corresponding period in the prior year.(c)
    
    Operating PlanTo Agent and Lenders, as soon as available, but not later than forty-five (45) days
after the end of each Fiscal Year, an annual operating plan for H&E Delaware and its
Subsidiaries, on a consolidated and consolidating basis, approved by the Board of
Directors of H&E Delaware, (a) for the first Fiscal Year following the Closing Date,
which (i) includes a statement of all of the material assumptions on which such plan
is based and (ii) includes monthly balance sheets, a monthly budget, income
statements and statements of cash flow for the following year and (b) for the four
Fiscal Years thereafter, which (i) includes a statement of all of the material
assumptions on which such plan is based and (ii) includes monthly balance sheets, a
monthly budget, income statements and statements of cash flow for the following
year, and in each such case, integrates sales, gross profits, operating expenses,
operating profit, cash flow projections and Borrowing Availability projections, all
prepared on the same basis and in similar detail as that on which operating results
are reported (and in the case of cash flow projections, representing managements
good faith estimates of future financial performance based on historical
performance), and including plans for personnel, P&E Capital Expenditures and
facilities.
 E-2




---



##### 



(d)
    
    Annual Audited FinancialsTo Agent and Lenders, within ninety (90) days after the end of each Fiscal Year,
audited Financial Statements for H&E Delaware and its Subsidiaries on a consolidated
and (unaudited) consolidating basis, if applicable, consisting of balance sheets and
statements of income and retained earnings and cash flows, setting forth in
comparative form in each case the figures for the previous Fiscal Year which
Financial Statements shall be prepared in accordance with GAAP and certified without
qualification, by an independent certified public accounting firm of national
standing or otherwise acceptable to Agent. Such Financial Statements shall be
accompanied by (i) a statement prepared in reasonable detail showing the
calculations used in determining compliance with each of the Financial Covenants as
of the end of such Fiscal Year, (ii) a report from such accounting firm to the
effect that, in connection with their audit examination, nothing has come to their
attention to cause them to believe that a Default or Event of Default has occurred
(or specifying those Defaults and Events of Default that they became aware of), it
being understood that such audit examination extended only to accounting matters and
that no special investigation was made with respect to the existence of Defaults or
Events of Default, (iii) a letter addressed to Agent, on behalf of itself and
Lenders, in form and substance reasonably satisfactory to Agent and subject to
standard qualifications required by nationally recognized accounting firms, signed
by such accounting firm acknowledging that Agent and Lenders are entitled to rely
upon such accounting firms certification of such audited Financial Statements, (iv)
the annual letters to such accountants in connection with their audit examination
detailing contingent liabilities and material litigation matters, and (v) the
certification of an Authorized Officer of Borrower Representative that all such
Financial Statements present fairly in accordance with GAAP the financial position,
results of operations and statements of cash flows of H&E Delaware and its
Subsidiaries on a consolidated and consolidating basis, if applicable, as at the end
of such Fiscal Year and for the period then ended, and that there was no Default or
Event of Default in existence as of such time or, if a Default or Event of Default
has occurred and is continuing, describing the nature thereof and all efforts
undertaken to cure such Default or Event of Default.(e)
    
    Management LettersTo Agent and Lenders, within ten (10) Business Days after receipt thereof by any
Credit Party, copies of all management letters, exception reports or similar letters
or reports received by such Credit Party from its independent certified public
accountants.(f)
    
    Default NoticesTo Agent and Lenders, as soon as practicable, and in any event within five (5)
Business Days after an executive officer of any Credit Party has actual knowledge of
the existence of any Default, Event of Default or other event that has had a
Material Adverse Effect, telephonic or telecopied notice specifying the nature of
such Default or Event of Default
 E-3




---



##### 



or other event, including the anticipated effect thereof, which notice, if given
telephonically, shall be promptly confirmed in writing on the next Business Day.(g)
    
    SEC Filings and Press ReleasesTo Agent and Lenders, promptly upon their becoming available, copies of: (i) all
Financial Statements, reports, notices and proxy statements made publicly available
by any Credit Party to its security holders; (ii) all regular and periodic reports
and all registration statements and prospectuses, if any, filed by any Credit Party
with any securities exchange or with the Securities and Exchange Commission or any
governmental regulatory authority; and (iii) all press releases and other statements
made available by any Credit Party to the public concerning material adverse changes
or developments in the business of such Credit Party.(h)
    
    Subordinated Debt, Senior Notes Senior Unsecured Notes and Equity NoticesTo Agent and Lenders, as soon as practicable, copies of all material written notices
given or received by any Credit Party with respect to any Subordinated Debt
(including the Senior Subordinated Notes), the Senior Notes, the Senior Unsecured
Notes or Stock of such Credit Party, and, within two (2) Business Days after such
Credit Party obtains knowledge of any matured or unmatured event of default with
respect to any Subordinated Debt (including the Senior Subordinated Notes), the
Senior Notes, or the Senior Unsecured Notes notice of such event of default.(i)
    
    Supplemental SchedulesTo Agent, supplemental disclosures, if any, required by Section 5.6.(j)
    
    LitigationTo Agent and Lenders in writing, promptly upon learning thereof, written notice of
any Litigation commenced or threatened against any Credit Party that (i) seeks
damages in excess of $500,000, (ii) seeks injunctive relief, (iii) is asserted or
instituted against any Plan, its fiduciaries or its assets or against any Credit
Party or ERISA Affiliate in connection with any Plan, (iv) alleges criminal
misconduct by any Credit Party, or (v) alleges the violation of any law regarding,
or seeks remedies in connection with, any Environmental Liabilities or (vi) involves
any product recall.(k)
    
    Insurance NoticesTo Agent, disclosure of losses or casualties required by Section 5.4.(l)
    
    Default and Other NoticesTo Agent and Lenders, within five (5) Business Days after receipt thereof, copies of
(i) any and all default notices received under or with respect to any leased
location or
 E-4




---



##### 



public warehouse where Collateral is located, and (ii) such other notices or
documents as Agent may reasonably request.(m)
    
    Lease AmendmentsTo Agent within five (5) Business Days after the receipt thereof, copies of all
material amendments to any of the five (5) largest real estate leases (by the value
of annual payments of the real estate so leased) or to any real estate lease to
which Don Wheeler or John Engquist is a lessor.(n)
    
    Other DocumentsTo Agent and Lenders, such other financial and other information respecting any
Credit Partys business or financial condition as Agent or any Lender shall, from
time to time, reasonably request.
 E-5




---



##### 



ANNEX F (Section 4.1(b))
 to
 CREDIT AGREEMENT
 COLLATERAL REPORTS
  (a)
    
    To Agent, upon its request, and in no event less frequently than ten (10) Business Days after
the end of each Fiscal Month (together with a copy of all or any part of the following reports
requested by any Lender in writing after the Closing Date), each of the following reports,
each of which shall be prepared by such Borrower as of the last day of the immediately
preceding Fiscal Month or the date two (2) days prior to the date of any such request:
     (b)
    
    To Agent, on a weekly basis or at such more frequent intervals as Agent may request from time
to time (together with a copy of all or any part of such delivery requested by any Lender in
writing after the Closing Date), collateral reports with respect to such Borrower, including
all additions and reductions (cash and non-cash) with respect to Accounts and Rentals of such
Borrower, in each case accompanied by such supporting detail and documentation as shall be
requested by Agent in its reasonable discretion each of which shall be prepared by such
Borrower as of the last day of the immediately preceding week or the date 2 days prior to the
date of any such request;
 (c)
    
    To Agent, at the time of delivery of each of the monthly Financial Statements delivered
pursuant to Annex E:
  F-1




---



##### 



(d)
    
    To Agent, at the time of delivery of each of the quarterly Financial Statements delivered
pursuant to Annex E, (i) a listing of government contracts of such Borrower subject to the
Federal Assignment of Claims Act of 1940; and (ii) a list of any applications for the
registration of any Patent, Trademark or Copyright filed by any Credit Party with the United
States Patent and Trademark Office, the United States Copyright Office or any similar office
or agency in the prior Fiscal Quarter;(e)
    
    At its own expense, to Agent the results of each physical verification, if any, that such
Borrower or any of its Subsidiaries may in their discretion have made, or caused any other
Person to have made on their behalf, of all or any portion of their Parts and Tools Inventory
or Equipment Inventory (and, if an Event of Default has occurred and is continuing, such
Borrower shall, upon the request of Agent, conduct, and deliver the results of, such physical
verifications as Agent may require);(f)
    
    At its own expense, to Agent monthly, a fleet utilization report for such Borrower, prepared
on a days rented basis, or on such other basis or format as is reasonably acceptable to the
Agent;(g)
    
    At its own expense, to Agent the Equipment Inventory Appraisal for such Borrower, the P&E
Appraisal and such other appraisals of its assets as Agent may request at any time after the
occurrence and during the continuance of a Default or an Event of Default, such appraisals to
be conducted by an appraiser, and in form and substance, reasonably satisfactory to Agent; and(h)
    
    Such other reports, statements and reconciliations with respect to the Borrowing Base,
Collateral or Obligations of such Borrower or any other Credit Party as Agent shall from time
to time request in its reasonable discretion.
 F-2




---



##### 



ANNEX G (Section 6.10)
 to
 CREDIT AGREEMENT
 FINANCIAL COVENANTS
  (a)
    
    Minimum Fixed Charge Coverage Ratio.So long as a Covenant Liquidity Event is continuing,
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 each period of twelve consecutive Fiscal Months
(beginning with as to any Covenant Liquidity Event, the period of twelve consecutive Fiscal
Months ending with the Fiscal Month for which financial statements have been delivered
pursuant to Annex E most recently prior to the occurrence of such Covenant Liquidity
Event) of not less than 1.10 to 1.00.
 G-1




---



##### 



ANNEX H (Section 9.10(a))
 to
 CREDIT AGREEMENT
 LENDERS WIRE TRANSFER INFORMATION
 Name:
    
    General Electric Capital CorporationBank:
    
    Deutsche Bank N.A.ABA #:
    
    021 001 033Account #:
    
    50279791Account Name:
    
    GECC Depository AccountReference:
    
    CFN8650 H&E Equipment ServicesName:
    
    Bank of America, N.A.Bank:
    
    Bank of America, N.A.ABA #:
    
    026-009-593Account #:
    
    9369337536Account Name:
    
    Bank of America Business CapitalReference:
    
    BABC and H&E EquipmentName:
    
    PNC Bank National AssociationBank:
    
    PNC BankABA #:
    
    031207607Account #:
    
    196039957830Account Name:
    
    PNC Business CreditReference:
    
    H&E Equipment ServicesName:
    
    Regions BankBank:
    
    Regions BankABA #:
    
    06200001Account #:
    
    110245-400100Account Name:
    
    Corporate ClearingReference:
    
    Becky Dempsey/H&E Equipment Services
 H-1




---



##### 



Name:
    
    Sovereign BankBank:
    
    Sovereign BankABA #:
    
    011075150Account #:
    
    8507191500Account Name:
    
    Wire Suspense A/CReference:
    
    Participations Re: H&E Equipment ServicesName:
    
    North Fork Business Capital CorporationBank:
    
    North Fork BankABA #:
    
    0214079123Account #:
    
    3124059415Account Name:
    
    North Fork Business Capital CorporationReference:
    
    Pauline Palomino/H&E Equipment Services
 H-2




---



##### 



ANNEX I (Section 11.10)
 to
 CREDIT AGREEMENT
 NOTICE ADDRESSES
 (A)
    
    If to Agent or GE Capital, at:General Electric Capital Corporation
299 Park Ave, 6th Floor
New York, NY 10171
Attention: H&E Equipment Services Account Manager
Telephone No.: (212) 370-8000
Telecopier No.: (646) 428-7398with copies to:Global Sponsor Finance
GE Corporate Financial Services, Inc.
201 Merritt Seven
Norwalk, Connecticut
Attention: Corporate Counsel
Telecopier No.: (203) 956-4216andKing & Spalding LLP
1185 Avenue of the Americas
New York, NY 10036-4003
Attention: Robert S. Finley
Telephone No.: (212) 556-2142
Telecopier No.: (212) 556-2222(B)
    
    If to a Lender other than GE Capital, at the following, as applicable:Bank of America, N.A.
335 Madison Avenue
6th Floor
New York, NY 10017
Attention: Ed Kahn
Telephone No.: (212) 503-7370
 I-1




---



##### 



Telecopier No.: (212) 503-7340PNC Bank, National Association
One PNC Plaza
249 Fifth Avenue, 6th Floor
Pittsburgh, PA 15222
Attention: Doug Hoffman
Telephone No.: (412) 768-1333Regions Bank
599 Lexington Avenue, 45th Floor
New York, NY 10021
Attention: Bruce Kasper
Telephone No.: (212) 935-2215
Telecopier No.: (212) 935-7458Sovereign Bank
101 Wood Ave S.
Iselin, NJ 08830
Attention: Robert Wainright
Telephone No.: (732) 321-2307
Telecopier No.: (732) 321-2317North Fork Business Capital Corporation
275 Broadhollow Road, P.O. 8914
Melville, NY 11747
Attention: Robert Wallace
Telephone No.: (631) 531-2791
Telecopier No.: (631) 531-2765(C)
    
    If to any Credit Party, to Borrower Representative at:H&E Equipment Services, Inc.
11100 Mead Road, Suite 200
Baton Rouge, LA 70816
Attention: Leslie Magee
Telecopier No.: (225) 298-5232
Telephone No.: (225) 298-5332
 I-2




---



##### 



ANNEX J (from Annex A  Commitments definition)
 to
 CREDIT AGREEMENT
 Lender(s):General Electric Capital CorporationRevolving Loan Commitment:
    
    $
    130,000,000Swing Line Commitment:
    
    $
    15,000,000Bank of America, N.A.Revolving Loan Commitment:
    
    $
    95,000,000PNC Bank, National AssociationRevolving Loan Commitment:
    
    $
    30,000,000Regions BankRevolving Loan Commitment:
    
    $
    25,000,000Sovereign BankRevolving Loan Commitment:
    
    $
    20,000,000North Fork Business Capital CorporationRevolving Loan Commitment:
    
    $
    20,000,000