Exhibit 10.1g


 


Execution Counterpart


 


AMENDMENT NO. 7


 


This AMENDMENT No. 7 dated as of March 31,
2005 (“Amendment No. 7”), 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 and Amendment No. 6
dated as of March 11, 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 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 3 hereof, the Original Credit
Agreement is hereby amended as follows:


 


Paragraph (d) of Annex E of the Original Credit Agreement is amended
by adding the following new sentence to the end of such paragraph:


 


Notwithstanding the other provisions of this clause (d), in the case of
H&E Holdings’ audited Financial Statements for the Fiscal Year ended December 31,
2004 and the accompanying written statement of H&E Holdings’ independent
public accountants required to be delivered in connection therewith, the Credit
Parties shall be deemed to have complied with the requirements of this clause (d) if
such Financial Statements and accompanying report are delivered on or before September 30,
2005.


 


SECTION 2.


CONSENTS
AND WAIVERS


 


1.                                       Waivers. The Borrowers hereby acknowledge and agree
that certain Defaults and Events of Default have occurred and are continuing
under the Credit Agreement as a result of the Borrowers’ failure to comply with
Section 4.03 and 4.04(b) of the Senior Note Indenture and the Senior
Subordinated Note Indenture as a result of the Borrowers’ failure to timely
comply the reporting


 





















 


requirements
contained therein for the fiscal year ending December 31, 2004 (such
Defaults and Events of Default are hereinafter collectively referred to as the “Specified
Events of Default”). The Borrowers request, and the Lenders and the Agent
hereby agree to waive any Default and Event of Default arising under Section 8.1(e)(ii) and
clause (f) of Annex E of the Credit Agreement arising as a result of the
occurrence of the Specified Events of Default. The waivers set forth above are
limited solely to the Defaults and Events of Default described herein and shall
not be deemed to be a waiver of any other Default or Event of Default.


 


2.                                       Lenders hereby consent to the amendment to
the Senior Secured Note Indenture substantially in the form of Exhibit A
attached hereto and the amendment to the Senior Subordinated Note Indenture
substantially in the form of Exhibit B attached hereto, in each
case subject to changes approved by Agent in writing.


 


SECTION 3.


CONDITIONS
TO EFFECTIVENESS


 


This Amendment No. 7 shall become effective on
the date, which must be prior to March 31, 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. 7 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. 7), and the representations and warranties of the Borrowers
contained in this Amendment No. 7 shall be true and correct in all
material respects.


 


SECTION 4.


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 5.


MISCELLANEOUS


 


(a)                                  Borrowers hereby represent and warrant as
follows:


 


(i)                                      this Amendment No. 7 has been duly
authorized and executed by Borrowers and each other Credit Party, and the
Original Credit Agreement, as amended by this Amendment No. 7, is the
legal, valid and binding obligation of Borrowers and each other Credit Party
that is a party thereto,


 


2





















 


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. 7 and as of the Effective
Date, except to the extent such representations and warranties relate to a
specific date.


 


(b)                                 This Amendment No. 7 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. 7.


 


(e)                                  This Amendment No. 7 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. 7 (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. 7”: 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]


 


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/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
   

  	
  GREAT NORTHERN EQUIPMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  CREDIT PARTIES:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  H&E HOLDINGS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
   

  	
  GNE
  INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
   

  	
  H&E
  FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Engquist

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE PAGE TO AMENDMENT NO.
7


 





















 


	
   

  	
  AGENT AND
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  CORPORATION,

  
	
   

  	
  as
  Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gina Provenzale

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gina
  Provenzale

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
  Duly
  Authorized Signatory

  
					



 


	
   

  	
  FLEET CAPITAL CORPORATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edmundo Kalm

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edmundo Kalm

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas Hoffman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Douglas Hoffman

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
   

  	
  LASALLE BUSINESS CREDIT, LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W Mundstock

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John W Mundstock

  
	
   

  	
   

  	
  Title:

  	
  SVP

  
					



 


SIGNATURE PAGE TO AMENDMENT NO.
7


 


















 


Exhibit A


 


Proposed
Amendments to the Indenture governing the 11-1/8% Senior Secured Notes due 2012


 


1.                                       Section 4.03
(“Reports”) would be amended by adding the following paragraph at the end of
Section 4.03:


 


*                                         *                                         *


 


“Notwithstanding the other
provisions of this Section 4.03, in the case of such reports, information
and documents which would be included in, relate to, be based on or be derived
from or constitute the Company’s annual report on Form 10-K for the fiscal
year ended December 31, 2004, the Company shall be deemed to have complied
with the requirements of this Section 4.03 if such reports, information
and documents which would be included in, relate to, be based on or be derived
from or constitute the Company’s annual report on Form 10-K for the fiscal
year ended December 31, 2004 (including reports, information and documents
that would be included therein relating to prior fiscal years) are delivered to
the Holders of the Notes and filed with the Commission, as applicable, on or
before September 30, 2005.”


 


*                                         *                                         *


 


2.                                       Section 4.04(b) (“Compliance
Certificate”) would be amended by adding the following sentence at the end of Section 4.04(b):


 


*                                         *                                         *


 


“Notwithstanding the other provisions of this
Section 4.04(b), the Company shall be deemed to have complied with the
requirements of this Section 4.04(b) if the written statement of the
Company’s independent public accountants to be delivered to the Holders of the
Notes, with respect to the fiscal year ended December 31, 2004, are
delivered to the Trustee or the Holders of the Notes, as applicable, on or
before September 30, 2005.”


 


*                                         *                                         *


 


3.                                       Clause (1) of
the second paragraph of Section 4.09 (“Incurrence of Indebtedness and
Issuance of Preferred Stock”) would be amended as follows:


 


*                                         *                                         *


 


“The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, “INCUR”)
any Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; PROVIDED, HOWEVER, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if
the Fixed Charge Coverage Ratio for the Company’s most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock is issued would have been at least 2.5 to 1
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or
Disqualified Stock had been issued, as the case may be, at the beginning of
such four-quarter period.


 





















 


The first paragraph of this
covenant will not prohibit the incurrence of any of the following items of
Indebtedness (collectively, “PERMITTED DEBT”):


 


(1)                                  the
incurrence by the Company and any Guarantor of additional Indebtedness and
letters of credit under Credit Facilities in an aggregate principal amount at
any one time outstanding under this clause (1) (with letters of credit
being deemed to have a principal amount equal to the maximum potential
liability of the Company and its Restricted Subsidiaries thereunder) not to
exceed a maximum of $275.0 million,
LESS the aggregate amount of all Net Proceeds from Asset Sales applied by
H&E or any of its Restricted Subsidiaries since the date of this Indenture
to repay, repurchase, or redeem Senior Debt pursuant to clause (1) of the
third paragraph of Section 4.10 to the extent such Net Proceeds so applied
exceed $25 million in the aggregate since the date of this Indenture, PROVIDED
that if after giving effect to the incurrence of any Indebtedness pursuant to
this clause (1), the Fixed Charge Coverage Ratio for the Company’s most
recently ended four full fiscal quarters for which internal financial
statements are then available would exceed 2.5 to 1.0, determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom),
then such maximum amount shall be the greater of (x) $275.0 million, LESS the aggregate amount of all Net
Proceeds from Asset Sales applied by H&E or any of its Restricted
Subsidiaries since the date of this Indenture to repay, repurchase, or redeem
Senior Debt pursuant to clause (1) of the third paragraph of Section 4.10
to the extent such Net Proceeds so
applied exceed $25 million in the aggregate since the date of this
Indenture or (y) the Borrowing Base;


 


*                                         *                                         *


 


4.                                       Clause (B) of
Section 10.05(a) (“Insolvency or Liquidation Proceedings”) would be
amended as follows:


 


*                                         *                                         *


 


“(B)                          the
aggregate principal amount of Indebtedness at any one time permitted to be
outstanding under any such debtor-in-possession financing, when added to the
principal amount of Priority Lien Indebtedness then outstanding, is not
permitted, under the order approving such financing, to exceed the sum of:


 


(i)                                     the greater of (x)
$325,000,000 and (y) the maximum amount then permitted by clause (1) of
the definition of “Permitted Debt;”


 


(ii)                                  the maximum amount
then permitted by clause (12) of the definition of “Permitted Debt”; and


 


(iii)                               $50,000,000,”


 


*                                         *                                         *


 


 


7





















 


Exhibit B


 


Proposed
Amendments to the Indenture governing the
12-1/2% Senior Subordinated Notes due 2013


 


1.                                       Section 4.03
(“Reports”) would be amended by adding the following paragraph at the end of Section 4.03:


 


*                                         *                                         *


 


“Notwithstanding the other
provisions of this Section 4.03, in the case of such reports, information
and documents which would be included in, relate to, be based on or be derived
from or constitute the Company’s annual report on Form 10-K for the fiscal
year ended December 31, 2004, the Company shall be deemed to have complied
with the requirements of this Section 4.03 if such reports, information
and documents which would be included in, relate to, be based on or be derived
from or constitute the Company’s annual report on Form 10-K for the fiscal
year ended December 31, 2004 (including reports, information and documents
that would be included therein relating to prior fiscal years) are delivered to
the Holders of the Notes and filed with the Commission, as applicable, on or
before September 30, 2005.”


 


*                                         *                                         *


 


2.                                       Section 4.04(b) (“Compliance
Certificate”) would be amended by adding the following sentence at the end of Section 4.04(b):


 


*                                         *                                         *


 


“Notwithstanding the other provisions of this
Section 4.04(b), the Company shall be deemed to have complied with the
requirements of this Section 4.04(b) if the written statement of the
Company’s independent public accountants to be delivered to the Holders of the
Notes, with respect to the fiscal year ended December 31, 2004, are
delivered to the Trustee or the Holders of the Notes, as applicable, on or
before September 30, 2005.”


 


*                                         *                                         *


 


3.                                       Clause
(1) of the second paragraph of Section 4.09 (“Incurrence of
Indebtedness and Issuance of Preferred Stock”) would be amended as follows:


 


*                                         *                                         *


 


“The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, “INCUR”)
any Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; PROVIDED, HOWEVER, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if
the Fixed Charge Coverage Ratio for the Company’s most recently ended four full
fiscal quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock is issued would have been at least 2.5 to 1 determined on a
pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had


 


8





















 


been incurred or Disqualified Stock had been
issued, as the case may be, at the beginning of such four-quarter period.


 


The first paragraph of this
covenant will not prohibit the incurrence of any of the following items of
Indebtedness (collectively, “PERMITTED DEBT”):


 


(1)                                  the
incurrence by the Company and any Guarantor of additional Indebtedness and
letters of credit under Credit Facilities in an aggregate principal amount at
any one time outstanding under this clause (1) (with letters of credit
being deemed to have a principal amount equal to the maximum potential
liability of the Company and its Restricted Subsidiaries thereunder) not to
exceed a maximum of $275.0 million,
LESS the aggregate amount of all Net Proceeds from Asset Sales applied by
H&E or any of its Restricted Subsidiaries since the date of this Indenture
to repay, repurchase, or redeem Senior Debt pursuant to clause (1) of the
third paragraph of Section 4.10 to the extent such Net Proceeds so applied
exceed $25 million in the aggregate since the date of this Indenture, PROVIDED
that if after giving effect to the incurrence of any Indebtedness pursuant to
this clause (1), the Fixed Charge Coverage Ratio for the Company’s most
recently ended four full fiscal quarters for which internal financial
statements are then available would exceed 2.5 to 1.0, determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom),
then such maximum amount shall be the greater of (x) $275.0 million, LESS the aggregate amount of all Net
Proceeds from Asset Sales applied by H&E or any of its Restricted
Subsidiaries since the date of this Indenture to repay, repurchase, or redeem
Senior Debt pursuant to clause (1) of the third paragraph of Section 4.10
to the extent such Net Proceeds so applied exceed $25 million in the aggregate
since the date of this Indenture or (y) the Borrowing Base;”


 


*                                         *                                         *


 


9