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Exhibit 10.1 (c)  


 
 

AMENDMENT NO. 3    
    


        This AMENDMENT No. 3 dated as of February 10, 2004 ("Amendment No.3"), is entered into by and among
H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company ("H&E"), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation
("Great Northern" and together with H&E, individually a "Borrower" and jointly, severally and
collectively, the "Borrowers"), H&E HOLDINGS, L.L.C., a Delaware limited liability company, GNE INVESTMENTS, INC., a Washington corporation and
H&E FINANCE CORP., a Delaware corporation, the persons designated as "Lenders" on the signature pages hereto, and GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation, as Agent. 


        WHEREAS,
Borrowers, the other Credit Parties, the Lenders (as defined therein) and Agent are party to the Credit Agreement dated as of June 17, 2002 (including all annexes,
exhibits and schedules thereto, and as amended by Amendment No. 1 dated as of March 31, 2003 and by Amendment No. 2 dated as of May 14, 2003, the
"Original Credit Agreement", and as amended hereby and as hereafter amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"; all capitalized terms defined in the Original Credit Agreement and not otherwise defined herein have the meanings assigned to them
in the Original Credit Agreement or in Annex A thereto); and 


        WHEREAS,
Borrowers, Requisite Lenders and Revolving Lenders, subject to Section 2 hereof, wish to amend the Original Credit
Agreement in the manner set forth below. 


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


 
 

SECTION 1.
  AMENDMENTS    
    


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



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



	(i)
	the
definition of "Borrowing Availability" is amended by replacing the dollar figure "$20,000,000" appearing therein with
the dollar figure "$30,000,000".



	(ii)
	the
definition of "Commitment Termination Date" is amended by replacing the date "June 17, 2007" with the date
"February 10, 2009".



	(iii)
	the
definition of "Equipment Inventory Appraisal" is amended by deleting the text "during the first twelve months
following the Closing Date and not more than three (3) such appraisals per year thereafter" appearing therein.



	(iv)
	the
definition of "Great Northern Borrowing Base" is amended by replacing the text "eighty percent (80%)" appearing in
clause (ii) of paragraph (e) of such definition with the text "seventy-five percent (75%)".



	(v)
	the
definition of "H&E Borrowing Base" is amended by replacing the text "eighty percent (80%)" appearing in
clause (ii) of paragraph (e) of such definition with the text "seventy-five percent (75%)".



	(vi)
	the
definition of "P&E Appraisal" is amended by deleting the text "during the first twelve months following the Closing
Date and not more than three (3) such appraisals per year thereafter" appearing therein. 









 



	(b)
	Annex B of the Original Credit Agreement is amended by adding the following new paragraph (h) immediately after
paragraph (g):



	"(h)
	Reimbursement










Borrowers
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." 




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



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






        "Omitted." 


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







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


	5.20
	to
1.00 for each Fiscal Quarter ending on or prior to December 31, 2003;



	5.80
	to
1.00 for each Fiscal Quarter ending on or after March 31, 2004 and on or prior to December 31, 2004;



	5.70
	to
1.00 for each Fiscal Quarter ending on or after March 31, 2005 and on or prior to December 31, 2005;



	5.40
	to
1.00 for each Fiscal Quarter ending on or after March 31, 2006 and on or prior to December 31, 2006;



	5.30
	to
1.00 for each Fiscal Quarter ending on or after March 31, 2007 and on or prior to December 31, 2007; and



	5.20
	to
1.00 for each Fiscal Quarter ending on or after March 31, 2008."






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







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


	1.25
	to
1.00 for each Fiscal Quarter ending on or prior to December 31, 2005;



	1.35
	to
1.00 for each Fiscal Quarter ending on or after March 31, 2006 and on or prior to December 31, 2007; and



	1.40
	to
1.00 for each Fiscal Quarter ending on or after March 31, 2008." 





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SECTION 2.
  CONDITIONS TO EFFECTIVENESS    
    


        This Amendment No. 3 shall become effective on the date (the "Effective Date") that all of the following
conditions shall have been satisfied: 



	(a)
	H&E
shall have paid to Agent in immediately available funds for the account of each Revolving Lender (i) an amendment fee equal to 35 basis points of the Revolving Loan
Commitment of such Revolving Lender and (ii) all other fees, costs and expenses of Agent payable under Section 11.3(b) of the Original
Credit Agreement and specified in that certain fee letter dated February 10, 2004 between Borrowers and Agent (the "Fee Letter"), in connection
with the preparation, execution and delivery of this Amendment No. 3;



	(b)
	Agent
shall have received one or more counterparts of this Amendment No. 3 executed and delivered by Borrowers, the other Credit Parties, Agent, the Requisite Lenders and the
Revolving Lenders;



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



	(d)
	there
shall be no continuing Default or Event of Default (after giving effect to the amendments contemplated by this Amendment No. 3) and the representations and warranties of
the Borrowers contained in this Amendment No. 3 shall be true and correct in all material respects. 



 
 

SECTION 3.
  LIMITATION ON SCOPE    
    


        Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain in full force and
effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein and shall not be deemed to be waivers of, amendments of, consents to
or modifications of any term or provision of the Loan Documents or any other document or instrument referred to therein or of any transaction or further or future action on the part of Borrowers or
any other Credit Party requiring the consent of Agent or Lenders except to the extent specifically provided for herein. Agent and Lenders have not and shall not be deemed to have waived any of their
respective rights and remedies against Borrowers or any other Credit Party for any existing or future Defaults or Event of Default. 


 
 

SECTION 4.
  MISCELLANEOUS    
    



	(a)
	Borrowers
hereby represent and warrant as follows:



	(i)
	this
Amendment No. 3 has been duly authorized and executed by Borrowers and each other Credit Party, and the Original Credit Agreement, as amended by this
Amendment No. 3, is the legal, valid and binding obligation of Borrowers and each other Credit Party that is a party thereto, enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, moratorium and similar laws affecting the rights of creditors in general; and



	(ii)
	Borrowers
repeat and restate the representations and warranties of Borrowers contained in the Original Credit Agreement as of the date of this Amendment No. 3
and as of the Effective Date, except to the extent such representations and warranties relate to a specific date.






	(b)
	This
Amendment No. 3 is being delivered in the State of New York. 



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	(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. 3.



	(e)
	This
Amendment No. 3 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. 3 (as well as by all subsequent amendments, restatements, modifications and supplements thereto).



	(g)
	Each
of the following provisions of the Credit Agreement is hereby incorporated herein by this reference with the same effect as though set forth in its entirety herein,  mutatis mutandis, and as if "this
Agreement" in any such provision read "this Amendment No. 3":  Section 11.6, (Severability), Section 11.9 (Governing Law),  Section 11.10 (Notices), Section 11.11 (Section Titles)  Section 11.13 (Waiver of Jury Trial), Section 11.16 (Advice of Counsel) and  Section 11.17 (No Strict Construction). 





        [SIGNATURE
PAGE FOLLOWS] 


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



	 	 	BORROWERS:
	

 	
 	
H&E EQUIPMENT SERVICES, L.L.C.
	

 	
 	

By:	
 	

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

Title:    Chief Financial Officer
	

 	
 	
GREAT NORTHERN EQUIPMENT, INC.
	

 	
 	

By:	
 	

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

Title:    Chief Financial Officer
	

 	
 	
CREDIT PARTIES:
	

 	
 	

H&E HOLDINGS, L.L.C.
	

 	
 	

By:	
 	

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

Title:    Chief Financial Officer
	

 	
 	
GNE INVESTMENTS, INC.
	

 	
 	

By:	
 	

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

Title:    Chief Financial Officer
	

 	
 	
H&E FINANCE CORP.
	

 	
 	

By:	
 	

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

Title:    Chief Financial Officer





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AGENT AND LENDERS:
	

 	
 	
GENERAL ELECTRIC CAPITAL CORPORATION,

as Agent and a Lender
	

 	
 	

By::	
 	

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

Title:    Duly Authorized Signatory
	

 	
 	
BANK OF AMERICA, N.A.,

as a Lender
	

 	
 	

By::	
 	

/s/  EDMUNDO KAHN      
 Name:    Edmundo Kahn

Title:    VP
	

 	
 	
FLEET CAPITAL CORPORATION,

as a Lender
	

 	
 	

By::	
 	

/s/  KRISTINA LEE      
 Name:    Kristina Lee

Title:    Vice President
	

 	
 	
PNC BANK, NATIONAL ASSOCIATION,

as a Lender
	

 	
 	

By::	
 	

/s/  DOUGLAS A. HOFFMAN      
 Name:    Douglas A. Hoffman

Title:    Vice President
	

 	
 	
LASALLE BUSINESS CREDIT, LLC,

as a Lender
	

 	
 	

By::	
 	

/s/  DAVID WILSON      
 Name:    David Wilson

Title:    First Vice President



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ORIX FINANCIAL SERVICES, INC.,

as a Lender
	

 	
 	

By::	
 	

/s/  LISA NOWAKOWSKI      
 Name:    Lisa Nowakowski

Title: Vice President
	

 	
 	
GENERAL ELECTRIC VENDOR FINANCIAL SERVICES,

as a Lender
	

 	
 	

By::	
 	

/s/  CAMERON EISEMAN      
 Name:    Cameron Eiseman

Title: Senior Risk Manager




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AMENDMENT NO. 3

SECTION 1. AMENDMENTS

SECTION 2. CONDITIONS TO EFFECTIVENESS

SECTION 3. LIMITATION ON SCOPE

SECTION 4. MISCELLANEOUS