AMENDMENT NO. 2

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 2

This AMENDMENT NO. 2 (this “Amendment”) to the Third Amended and Restated Credit Agreement, dated as of July 29, 2010 (as amended by Amendment No. 1, dated as of February 29, 2012 (the “Original Credit Agreement”), and the Original Credit Agreement is amended hereby and further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES (CALIFORNIA), LLC, a Delaware limited liability company (“H&E California” and, together with H&E Delaware and Great Northern, each, a “Borrower” and, collectively, the “Borrowers”), the other Credit Parties named therein, the Lenders named therein, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent, BANK OF AMERICA, N.A., as Co-Syndication Agent and Documentation Agent, and WELLS FARGO CAPITAL FINANCE, LLC, as Co-Syndication Agent, is entered into as of August 9, 2012 by and among the Borrowers, the Lenders signatory hereto and the Agent. Unless otherwise provided, all capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement.

R E C I T A L S:

WHEREAS, the Borrowers have requested that the Lenders amend the Credit Agreement in the manner set forth below; and

WHEREAS, the Lenders signatory hereto (which constitute the Requisite Lenders under the Credit Agreement) are willing to agree to such request, but only on the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and subject to the terms and conditions hereof, the Borrowers, the Lenders whose signatures appear below and the 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) Subsection 1.9(a) of the Original Credit Agreement is amended and restated in its entirety to read as follows:

(b) Subsection 1.18(d) of the Original Credit Agreement is amended and restated in its entirety to read as follows:

(c) Section 1.18 of the Original Credit Agreement is amended by (i) re-lettering subsection 1.18(e) as subsection 1.18(f) and (ii) adding a new subsection 1.18(e) to read as follows:

(d) Section 3.8 of the Original Credit Agreement is amended by (i) substituting for the phrase “Senior Unsecured Note Indenture” appearing therein, the phrase “Permitted Senior Unsecured Note Indenture” and (ii) substituting for the phrase “Senior Unsecured Notes” appearing therein, the phrase “Permitted Senior Unsecured Notes”.

(e) Section 3.25 of the Original Credit Agreement is amended and restated in its entirety to read as follows:

“The amount of Permitted Debt that may be incurred under (and as such term is defined in) the Senior Unsecured Note Indenture pursuant to Section 4.09(b)(1) of the Senior Unsecured Note Indenture is $350,000,000. The amount of “Permitted Debt” that may be incurred under clause (1) of the definition of “Permitted Debt” in the Permitted Refinancing Senior Unsecured Note Indenture will be, upon execution and delivery thereof, at least $450,000,000. No Net Proceeds of any Asset Sales have been applied to repay any term Indebtedness or revolving credit Indebtedness under a Credit Facility (and in the case of revolving credit Indebtedness, effecting a corresponding commitment reduction thereunder). As used in this Section 3.25, the defined terms “Credit Facility”, “Net Proceeds”, “Asset Sale” and “Indebtedness” shall have the meanings provided in the Permitted Senior Unsecured Note Indenture.”

(f) Section 6.2 of the Original Credit Agreement is amended by substituting for the phrase “Senior Unsecured Notes” each time such phrase appears therein, the phrase “Permitted Senior Unsecured Notes”.

(g) Subsection 6.3(a)(vii) of the Original Credit Agreement is amended and restated in its entirety to read as follows:

“(vii) (x) Until the consummation of the Permitted Notes Refinancing, Permitted Senior Unsecured Notes of H&E Delaware not exceeding $250,000,000 in aggregate principal amount evidenced by Senior Unsecured Notes (less all payments of principal and repurchases and redemptions thereof) and (y) from and after the consummation of the Permitted Notes Refinancing, Permitted Refinancing Senior Unsecured Notes not exceeding in aggregate original principal amount the Permitted Notes Amount (less all payments of principal and repurchases and redemptions thereof).”

(h) Subsection 6.3(b) of the Original Credit Agreement is amended and restated in its entirety to read as follows:

“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 of a Credit Party, 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 subsection 6.3(a)(v) upon any refinancing thereof in accordance with subsection 6.3(a)(v), and (iv) Indebtedness constituting Permitted Senior Unsecured Notes.”

(i) Section 6.14 of the Original Credit Agreement is amended by (i) deleting the word “and” appearing at the end of subsection 6.14(e); (ii) replacing “.” at the end of subsection 6.14(f) with “;”; and (iii) adding the following subsections 6.14(g) and 6.14(h) thereafter:

“None of H&E Finance or GNE Investments shall engage in any trade or business, or own any assets (other than Stock of its Subsidiaries) or incur any Indebtedness or Guaranteed Indebtedness (other than the Obligations); provided that (i) H&E Finance may consummate the transactions contemplated by the Permitted Senior Unsecured Note Indenture and (ii) GNE Investments may provide the guaranty of the Permitted Senior Unsecured Notes as provided for in the Permitted Senior Unsecured Note Indenture.”

(l) Exhibit 1.1(a)(i) to the Original Credit Agreement is amended by (i) deleting “under Section 4.09 of the Senior Unsecured Note Indenture” and (ii) replacing it with “by clause (1) of the definition of “Permitted Debt” in the Permitted Senior Unsecured Note Indenture”.

(m) A new Exhibit E is hereby added to the Credit Agreement in the form attached hereto as Exhibit E.

(n) Annex A of the Original Credit Agreement is amended by adding the following new definitions in their proper alphabetical places:

“‘Amendment No. 2’ means Amendment No. 2, dated as of August 9, 2012, among the Borrowers, the Lenders signatory thereto and the Agent.”

“‘Amendment No. 2 Effective Date’ means the Effective Date, as such term is defined in Amendment No. 2.”

“‘Description of Notes’ means the Description of Notes in the form attached hereto as Exhibit E.

“‘Permitted Notes Amount’ has the meaning assigned to it in the definition of ‘Permitted Notes Refinancing’.”

“‘Permitted Notes Refinancing’ means the refinancing on one occasion on or prior to the date that is ninety (90) days after the Amendment No. 2 Effective Date by H&E Delaware (and those Credit Parties that are obligors in accordance with this Agreement in respect of the Senior Unsecured Notes) pursuant to a refinancing that permanently retires the Senior Unsecured Notes; provided that each of the following conditions are satisfied:

(a) the aggregate principal amount of the Indebtedness incurred in connection with such Permitted Notes Refinancing shall be no less than $200,000,000 and no greater than $530,000,000 (such amount, the “Permitted Notes Amount”);

(b) such Indebtedness shall be substantially on the terms described in the Description of Notes, and in any event shall provide for (i) no amortization prior to the date six months following the Commitment Termination Date and (ii) a final scheduled maturity date that is not prior to the date six months following the Commitment Termination Date;

(c) the Indebtedness incurred in connection with such refinancing shall be unsecured; and

(d) the Permitted Refinancing Senior Unsecured Notes, the Indebtedness thereunder incurred in connection with such refinancing and the retirement of the Senior Unsecured Notes in connection with such refinancing (i) do not contravene any provision of such Credit Party’s certificate of formation, operating agreement, charter or bylaws, as applicable; (ii) do not violate any law or regulation, or any order or decree of any court or Governmental Authority where such violations individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (iii) 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; (iv) do not result in the creation or imposition of any Lien upon any of the property of such Credit Party; and (v) do not require the consent or approval of any Governmental Authority or any other Person (other

than the Requisite Lenders), except any such consent or approval as has been obtained or where failure to obtain such consent or approval would not reasonably be expected to have a Material Adverse Effect, and the Agent shall have received a certificate (in form and substance reasonably satisfactory to the Agent) of an Authorized Officer to such effect.”

“‘Permitted Refinancing Senior Unsecured Note Indenture’ means the Indenture, in a form consistent with the Description of Notes and otherwise reasonably satisfactory to the Agent, pursuant to which the Permitted Refinancing Unsecured Notes are issued, as such Indenture may be amended, modified or supplemented from time to time in accordance with its terms and the terms hereof.”

“‘Permitted Refinancing Senior Unsecured Notes’ means senior unsecured notes substantially on the terms of the Description of Notes in the aggregate original principal amount not exceeding the Permitted Notes Amount, issued by H&E Delaware pursuant to the Permitted Notes Refinancing, together with any amendments, modifications, supplements, replacements or substitutions thereof made or issued in accordance with the terms of the Permitted Refinancing Senior Unsecured Note Indenture and this Agreement.”

“‘Permitted Senior Unsecured Note Indenture’ means (i) until the consummation of the Permitted Notes Refinancing, the Senior Unsecured Note Indenture and (ii) from and after the consummation of the Permitted Notes Refinancing, the Permitted Refinancing Senior Unsecured Note Indenture.”

“‘Permitted Senior Unsecured Notes’ means (i) until the consummation of the Permitted Notes Refinancing, the Senior Unsecured Notes and (ii) from and after the consummation of the Permitted Notes Refinancing, the Permitted Refinancing Senior Unsecured Notes.”

(o) Annex A of the Original Credit Agreement is amended:

(i) by deleting clause (iv) of the definition of “Change of Control” therefrom and substituting in its place the following revised clause (iv):

“(iv) a “Change of Control” as such term or any similar term is defined in the Permitted Senior Unsecured Note Indenture or any agreement governing any Subordinated Debt having an original principal amount in excess of $2,000,000”

(ii) by deleting clause (d) of the definition of “Commitment Termination Date” therefrom and substituting in its place the following revised clause (d):

“(d) only in the event that at such time the Permitted Senior Unsecured Notes remain outstanding, the date that is six (6) months prior to the scheduled maturity of the Permitted Senior Unsecured Notes (giving effect to any extension thereof entered into after the Amendment No. 1 Effective Date)”

(iii) by deleting the definition of “Indenture Debt” therefrom and substituting in its place the following revised definition:

““Indenture Debt” means Indebtedness under the Permitted Senior Unsecured Notes or the Permitted Senior Unsecured Note Indenture.”

(iv) by deleting the definition of “Permitted Notes Refinancing Indebtedness” therefrom;

(v) by deleting clause (h) of the definition of “Restricted Payment” therefrom and substituting in its place the following revised clause (h):

“(h) any optional payment or prepayment of principal of the Permitted Senior Unsecured Notes, any payment of a premium or prepayment of interest, fees or other charges on or with respect to the Permitted Senior Unsecured Notes, and any redemption, purchase, retirement, defeasance, subleasing fund or similar optional payment with respect to the Permitted Senior Unsecured Notes”

(vi) by deleting the definition of “Subordinated Debt” therefrom and substituting in its place the following revised definition:

“Subordinated Debt” means Indebtedness of any Borrower upon terms, and subordinated to the Obligations as to right and time of payment and as to any other rights and remedies thereunder, in a manner and form satisfactory to the Agent and the Lenders in their sole discretion. For the avoidance of doubt, “Subordinated Debt” shall not include the Permitted Senior Unsecured Notes.

(p) Annex E of the Credit Agreement is amended by deleting clause (h) thereof and substituting in its place the following revised clause (h):

To the Agent, as soon as practicable, copies of all material written notices given or received by any Credit Party with respect to any Subordinated Debt with an original principal amount in excess of $2,000,000, the Permitted 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 with an original principal amount in excess of $2,000,000 or the Permitted Senior Unsecured Notes, notice of such event of default.”

Section 2.

CONDITIONS TO EFFECTIVENESS

The amendments provided in Section 1 hereof shall become effective at the date and time (the “Effective Date”), which must be on or before September 14, 2012, that:

(a) the Agent shall have received one or more counterparts of (i) this Amendment, executed and delivered by the Borrowers, the Requisite Lenders and the Agent, (ii) the Consent and Reaffirmation in the form of Exhibit I attached hereto, executed and delivered by the Guarantors, and (iii) the Amendment No. 2 Fee Letter, dated as of the date hereof, between the Borrower Representative and the Agent, executed and delivered by the Borrower Representative and the Agent;

(b) the Agent shall have received in immediately available funds and without offset or deduction of any kind for the pro rata benefit of each Lender signatory hereto a non-refundable amendment fee in an amount equal to 0.10% of such Lender’s Revolving Loan Commitment to the Agent for the pro rata benefit of each such Lender (which fees were fully earned and paid on August 8, 2012);

(c) (i) the Agent shall have received Amendment No. 3 to the Credit Agreement in the form of Exhibit II attached hereto (“Amendment No. 3”), executed and delivered by the Borrowers, the Agent and the Incremental Lenders (as defined therein) and (ii) the other documents, instruments and agreements required to be provided in connection therewith pursuant to Section 2 thereof; and

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

Section 3.

LIMITATION ON SCOPE

Except as expressly provided herein, 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 amendments or waivers of or 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 any Credit Party requiring the consent of the Agent or the Lenders except to the extent specifically provided for herein. The Agent and the Lenders have not and shall not be deemed to have waived any of their respective rights and remedies against any Credit Party for any existing or future Defaults or Events of Default.

Section 4.

MISCELLANEOUS

(a) Each Borrower hereby represents and warrants as follows:

(b) This Amendment is being delivered in the State of New York.

(c) Each Borrower ratifies and confirms that all Loan Documents remain in full force and effect notwithstanding the execution and delivery of this Amendment and that nothing contained in this Amendment shall constitute a defense to the enforcement of any Loan Document.

(d) This Amendment 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.

(e) This Amendment is a “Loan Document” and 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”: Section 11.6 (Severability), Section 11.9 (Governing Law), Section 11.10 (Notices),

Section 11.11 (Electronic Transmissions), Section 11.12 (Section Titles), Section 11.14 (Waiver of Jury Trial), Section 11.17 (Advice of Counsel) and Section 11.18 (No Strict Construction).

(f) The Requisite Lenders hereby agree that Deutsche Bank Trust Company of Americas is a Qualified Assignee.

(g) This Amendment No. 2 supersedes and replaces Amendment No. 2, dated August 6, 2012, to the Original Credit Agreement that was executed and delivered by and among the Borrowers, the Agent and the Requisite Lenders and such superseded Amendment No. 2 is, upon execution and delivery hereof by the Borrowers, the Agent and the Requisite Lenders, withdrawn and null and void.

[Signature page follows]

Witness the due execution of this Amendment by the respective duly authorized officers of the undersigned as of the date first written above.

EXHIBIT I

CONSENT AND REAFFIRMATION

Each of the undersigned (the “Guarantors”) hereby (i) acknowledges receipt of a copy of Amendment No. 2, dated as of August 9, 2012 (“Amendment No. 2”), to the Third Amended and Restated Credit Agreement, dated as of July 29, 2010, among H&E Equipment Services, Inc., Great Northern Equipment, Inc., H&E Equipment Services (California), LLC (collectively, the “Borrowers”), the other Credit Parties named therein, the Lenders named therein, General Electric Capital Corporation, as Agent, Bank of America, N.A., as Co-Syndication Agent and Documentation Agent, and Wells Fargo Capital Finance, LLC, as Co-Syndication Agent; (ii) consents to the Borrowers’ execution and delivery thereof and approves and consents to the transactions contemplated thereby; (iii) agrees to be bound thereby; and (iv) affirms that nothing contained therein shall modify or diminish in any respect whatsoever its obligations under its Guaranty and the other Loan Documents to which it is a party and reaffirms that such Guaranty is and shall continue to remain in full force and effect. The acknowledgements contained herein by the Guarantors are made and delivered to induce the Agent and the Lenders to enter into Amendment No. 2, and the Guarantors acknowledge that the Agent and the Lenders would not enter into Amendment No. 2 in the absence of such acknowledgements. Although the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, the Guarantors understand that the Agent and the Lenders have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty. Capitalized terms used herein without definition shall have the meanings given to such terms in Amendment No. 2.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Consent and Reaffirmation on and as of the date of Amendment No. 2.

EXHIBIT II

AMENDMENT NO. 3

[Attached]

EXHIBIT E

DESCRIPTION OF NOTES

[Attached]