Exhibit 10.1(h)


EXECUTION COPY


AMENDMENT NO. 8


This
AMENDMENT No. 8 dated as of October 13, 2005 (“Amendment No. 8”),
is entered into by and among H&E EQUIPMENT SERVICES L.L.C., a
Louisiana limited liability company (“H&E”),
GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great
Northern” and together with H&E, individually a “Borrower” and jointly, severally and collectively, the “Borrowers”), H&E HOLDINGS L.L.C., a Delaware limited
liability company, GNE INVESTMENTS, INC., a Washington corporation and H&E
FINANCE CORP., a Delaware corporation, the
persons designated as “Lenders” on the signature pages hereto, and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent.


WHEREAS, Borrowers,
the other Credit Parties, the Lenders (as defined therein) and Agent are party
to the Credit
Agreement dated as of June 17, 2002 (including all annexes,
exhibits and schedules thereto, and as amended by Amendment No. 1 dated as
of March 31, 2003, Amendment No. 2 dated as of May 14, 2003,
Amendment No. 3 dated as of February 10, 2004, Amendment No. 4
dated as of October 26, 2004, Amendment No. 5 dated as of January 13,
2005, Amendment No. 6
dated as of March 11, 2005 and Amendment No. 7 dated as of March 31,
2005, and as further amended, restated, supplemented or otherwise
modified and in effect from time to time, “Original Credit Agreement”;
all capitalized terms defined in the Original Credit Agreement and not
otherwise defined herein have the meanings assigned to them in the Original
Credit Agreement or in Annex A
thereto);


WHEREAS, the Borrowers, the other Credit Parties and
the Lenders are party to Waiver No. 3 dated as of August 26, 2005
(the “Waiver”); and


WHEREAS, Borrowers and each Lender, subject to Section 3
hereof, wish to amend the Original Credit Agreement in the manner set forth
below.


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


SECTION 1.

AMENDMENTS TO ORIGINAL CREDIT AGREEMENT


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


(a)   the Original Credit Agreement is hereby amended by replacing the
dollar figure “$150,000,000” appearing in clause (G) of the recitals with
the dollar figure “$165,000,000”.


(b)   the Original Credit Agreement is hereby amended by adding a new Section 3.27
to read as follows:


Section 3.27. Permitted
Debt.


Prior
to the Amendment No. 8 Effective Date, no Credit Party incurred any
Indebtedness pursuant to clause (12) of Section 4.09 of the Senior Note
Indenture or clause (12) of Section 4.09 of the Senior Subordinated Note
Indenture.


(c)   the Original Credit
Agreement is hereby amended by replacing the dollar figure “$90,000,000”
appearing in Section 6.7(d)(x) with the dollar figure “125,000,000”.


(d)   the Original Credit Agreement is hereby amended by adding a new
clause (c) at the end of Section 6.18 to read as follows:



 
  
 









(c)    No Credit
Party shall incur any Indebtedness pursuant to clause (12) of Section 4.09
of the Senior Note Indenture or clause (12) of Section 4.09 of the Senior
Subordinated Note Indenture on or after the Amendment No. 8 Effective Date
other than Indebtedness incurred under this Agreement.


(e)   the Original Credit Agreement is hereby amended by replacing the
text “clause (1) or (2) of the definition of “Permitted Debt”
contained in Section 4.09 of the Senior Subordinated Note Indenture”
appearing in Exhibit 1.1(a)(i) to the Original Credit Agreement (Form of
Notice of Revolving Credit Advance) with the text “clause (1) or (12) of
the definition of “Permitted Debt” contained in Section 4.09 of the Senior
Subordinated Note Indenture; and (iv) no Indebtedness has been incurred
pursuant to clause (12) of the definition of “Permitted Debt” contained in Section 4.09
of the Senior Note Indenture or clause (12) of the definition of “Permitted
Debt” contained in Section 4.09 of the Senior Subordinated Note Indenture
other than Indebtedness incurred under the Credit Agreement”.


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


“Amendment No. 8” means Amendment No. 8, dated as of October 13,
2005, to this Agreement.


“Amendment No. 8 Effective Date” means the ‘Effective
Date’ as defined in Amendment No. 8.


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


(i)             the definition of “Borrowing Availability” is amended by replacing the dollar
figure “$15,000,000” appearing therein with the dollar figure “$16,500,000”.


(ii)         the
definition of “Revolving Loan Commitment” is
amended by replacing such definition in its entirety with the following:


“Revolving Loan Commitment” means (a) as to any
Revolving Lender, the aggregate commitment of such Revolving Lender to make
Revolving Credit Advances or incur Letter of Credit Obligations as set forth on
Annex J or in the most recent Assignment Agreement executed by such
Revolving Lender and (b) as to all Revolving Lenders, the aggregate
commitment of all Revolving Lenders to make Revolving Credit Advances or incur
Letter of Credit Obligations, which aggregate commitment shall be One Hundred
Sixty Five Million Dollars ($165,000,000) on the Amendment No. 8
Effective Date, as such amount may be adjusted, if at all, from time to time in
accordance with the Agreement, provided, however, that in the event that the maximum amount permitted
under clause (1) of the definition of “Permitted Debt” contained in the
Senior Note Indenture or the Senior Subordinated Note Indenture is reduced by
virtue of the application to “Senior Debt” (as defined in the Senior Note
Indenture or Senior Subordinated Note Indenture) of “Net Proceeds” of “Assets
Sales” (as such terms are defined in the Senior Note Indenture or Senior
Subordinated Note Indenture), then and in such event the Revolving Loan
Commitment shall be reduced automatically by the amount of each such reduction,
with any such reduction to the Revolving Loan Commitment to be allocated to all
Lenders pro rata.


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


SECTION 2.

CONDITIONS TO EFFECTIVENESS


This Amendment No. 8 shall become effective on the date (the “Effective Date”) on which the following conditions shall
have been satisfied:


(a)          H&E
shall have paid to Agent in immediately available funds all fees, costs and
expenses of Agent payable under Section 11.3(b) of
the Original Credit Agreement and specified in that 



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certain fee letter
dated October 13, 2005 between Borrowers and Agent (the “Fee Letter”), in connection with the preparation, execution
and delivery of this Amendment No. 8;


(b)         Agent shall have received one or more
counterparts of  the following:


(i)    this Amendment No. 8 executed and delivered
by Borrowers, the other Credit Parties, Agent and the Lenders;


(ii)   the Fee Letter, in form and substance
satisfactory to Agent, executed and delivered by H&E;


(iii)  duly executed originals of Amended and
Restated Revolving Notes for each Lender, in form and substance reasonably
satisfactory to such Lender, dated the Amendment No. 8 Effective Date;


(iv)  for 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 Amendment No. 8 Effective Date and certified by the
applicable Secretary of State or other authorized Governmental Authority;


(v)    for 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 this Amendment No. 8 and  the other Loan Documents to which it is a
party and the transactions to be consummated in connection therewith, each
certified as of Amendment No. 8 Effective Date by such Person’s secretary
or an assistant secretary as being in full force and effect without any
modification or amendment;


(vi)  for each Credit Party, signature and
incumbency certificates of the officers of such Person executing this Amendment
No. 8 or any of the other Loan Documents, certified as of the Amendment No. 8
Effective Date by such Person’s secretary or an assistant secretary as being
true, accurate, correct and complete;


(vii) duly executed originals of opinions of Dechert LLP,
New York and Delaware counsel for the Credit Parties, together with opinions of
Louisiana and Montana counsel, each in form and substance reasonably
satisfactory to Agent and its counsel, dated the Amendment No. 8 Effective
Date, and addressed to Agent and Lenders;


(viii)            duly executed originals of a Master
Reaffirmation of Loan Documents, dated the Amendment No. 8 Effective Date,
executed by each Credit Party; and


(ix)  such other documents, instruments or
agreements as Agent may reasonably request.


SECTION 3.

LIMITATION ON SCOPE


Except
as expressly amended hereby or to the extent
noncompliance is waived pursuant to the Waiver, all of the
representations, warranties, terms, covenants and conditions of the Loan
Documents shall remain in full force and effect in accordance with their
respective terms. The amendments set forth herein shall be limited precisely as
provided for herein and shall not be deemed to be waivers of, amendments of,
consents to or modifications of any term or provision of the Loan Documents or
any other document or instrument referred to therein or of any transaction or
further or future action on the part of Borrowers or 



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any other Credit Party requiring the consent of Agent
or Lenders except to the extent specifically provided for herein. Agent and
Lenders have not and shall not be deemed to have waived any of their respective
rights and remedies against Borrowers or any other Credit Party for any
existing or future Defaults or Event of Default.


SECTION 4.

MISCELLANEOUS


(a)   Borrowers hereby represent and warrant as follows:


(i)    this Amendment No. 8 has been duly authorized and executed
by Borrowers and each other Credit Party, and the Original Credit Agreement, as
amended by this Amendment No. 8, is the legal, valid and binding obligation
of Borrowers and each other Credit Party that is a party thereto, enforceable
in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, moratorium and similar laws affecting the rights of
creditors in general;


(ii)   Borrowers repeat and restate the
representations and warranties of Borrowers contained in the Original Credit
Agreement as of the date of this Amendment No. 8 and as of the Effective
Date, except to the extent such representations and warranties (i) relate to a specific date or (ii) are
waived pursuant to the Waiver.


(b)         This Amendment No. 8
is being delivered in the State of New York.


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


(d)         Borrowers and the other
Credit Parties agree that all Loan Documents to which each such Person is a
party remain in full force and effect notwithstanding the execution and
delivery of this Amendment No. 8.


(e)          This Amendment No. 8
may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all of which
counterparts together shall constitute but one and the same instrument.


(f)            All references in the Loan Documents to the
“Credit Agreement” and in the Original Credit Agreement as amended hereby to “this
Agreement,” “hereof,” “herein” or the like shall mean and refer to the Original
Credit Agreement as amended by this Amendment No. 8 (as well as by all
subsequent amendments, restatements, modifications and supplements thereto).


(g)          Each of the following provisions of the Original
Credit Agreement is hereby incorporated herein by this reference with
the same effect as though set forth in its entirety herein, mutatis mutandis,
and as if “this Agreement” in any such provision read “this Amendment No. 8”:
Section 11.6, (Severability), Section 11.9 (Governing Law), Section 11.10
(Notices), Section 11.11 (Section Titles)
Section 11.13 (Waiver of Jury
Trial), Section 11.16 (Advice of Counsel)
and Section 11.17 (No Strict
Construction).


[SIGNATURE PAGES FOLLOW]



 4















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




	
  

  	
  BORROWERS:

  
	
   

  	
  H&E EQUIPMENT SERVICES
  L.L.C.

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  GREAT NORTHERN EQUIPMENT, INC.

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  CREDIT PARTIES:

  
	
   

  	
  H&E HOLDINGS L.L.C.

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  GNE INVESTMENTS, INC.

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  H&E FINANCE CORP.

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  







 SIGNATURE PAGE TO AMENDMENT NO. 8
  
 








 




	
  

  	
  AGENT
  AND LENDERS:

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION,

  
	
   

  	
  as Agent and a Lender

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  LASALLE BUSINESS CREDIT, LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  






 



 SIGNATURE PAGE TO AMENDMENT NO. 8
  















ANNEX J (from Annex A—Commitments definition)


to


CREDIT AGREEMENT




	
  Lender(s):

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric Capital Corporation

  	
   

  	
   

  	
   

  
	
  Revolving Loan Commitment:

  	
   

  	
  $

  	
  63,750,000

  	
   

  
	
  Swing Line Commitment:

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
   

  	
   

  
	
  Revolving Loan Commitment:

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
  LaSalle Business Credit, Inc.

  	
   

  	
   

  	
   

  
	
  Revolving Loan Commitment:

  	
   

  	
  $

  	
  17,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
   

  	
   

  
	
  Revolving Loan
  Commitment:

  	
   

  	
  $

  	
  61,750,000