Exhibit
10.1(i)


 


EXECUTION COPY


 


AMENDMENT NO. 9


 


This AMENDMENT No. 9 dated as of November 16, 2005 (“Amendment
No. 9”), 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, Amendment No. 7 dated as of March 31, 2005 and Amendment No. 8
dated as of October 13, 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); and


 


WHEREAS, Borrowers and each Lender, 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, 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)                                  Section 6.2 of the Original Credit
Agreement is hereby amended by deleting in its entirety the phrase “to the
extent permitted under Annex G” appearing therein; and


 


(b)                                 Annex G of the Original Credit Agreement is
amended by deleting subsection (f) thereof (Maximum P&E Capital
Expenditures) in its entirety.


 


SECTION 2.


CONDITIONS TO EFFECTIVENESS


 


This Amendment No. 9 shall become effective on the date, which
must be prior to November 18, 2005 (the “Effective Date”) on which
the following conditions shall have been satisfied:


 


(a)                                  Agent shall have received one or more
counterparts of this Amendment No. 9 executed and delivered by Borrowers,
the other Credit Parties, Agent and the Requisite Lenders; and


 





















 


(b)                                 there shall be no continuing Default or Event
of Default (after giving effect to the amendments contemplated by this
Amendment No. 9), and the representations and warranties of the Borrowers
contained in this Amendment No. 9 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. 9 has been
duly authorized and executed by Borrowers and each other Credit Party, and the
Original Credit Agreement, as amended by this Amendment No. 9, 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. 9 and as of the Effective
Date, except to the extent such representations and warranties relate to a
specific date.


 


(b)           This Amendment No. 9 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. 9.


 


(e)                                  This Amendment No. 9 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


 


2





















 


No. 9 (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. 9”: Section11.6,
(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]


 


3





















 


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/ Leslie Magee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Leslie Magee

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
   

  	
  GREAT NORTHERN EQUIPMENT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leslie Magee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Leslie Magee

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
   

  	
  CREDIT
  PARTIES:

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leslie Magee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Leslie Magee

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
   

  	
  H&E
  HOLDINGS L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leslie Magee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Leslie Magee

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
   

  	
  GNE
  INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leslie Magee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Leslie Magee

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  H&E
  FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leslie Magee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Leslie Magee

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
					



 


SIGNATURE PAGE TO
AMENDMENT NO. 9


 





















 


	
   

  	
  AGENT
  AND LENDERS:

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  CORPORATION,

  
	
   

  	
  as Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gina Provenzale

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gina Provenzale

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
  Duly Authorised
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edmundo Kahn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edmundo Kahn

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas A Hoffman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Douglas A Hoffman

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE
  BUSINESS CREDIT, LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Moulton

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew Moulton

  
	
   

  	
   

  	
  Title:

  	
  AVP

  
					



 


SIGNATURE PAGE TO
AMENDMENT NO. 9