Common use of Amount and Terms of Credit Clause in Contracts

Amount and Terms of Credit. 1.1 Credit Facilities (a) Revolving Credit Facility (i) Subject to the terms and conditions hereof and to the last sentence of Section 1.1(c), each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a); provided, that the amount of any Revolving Credit Advance to be made to any Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (ii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

Amount and Terms of Credit. 1.1 Credit FacilitiesReimbursement of Litigation L/C Obligations; Term Loan C. (a) Revolving Credit Facility (i) Subject to the terms and conditions hereof set forth in this Agreement, the Credit Agreement and Annex B to the last sentence Credit Agreement, Agent and Term Lenders shall incur Litigation L/C Obligations in connection with the issuance of the Litigation L/C. Alternatively, and subject to the terms and conditions set forth in this Agreement and the Credit Agreement, the Term Lenders shall make a term loan in connection with the settlement or other final disposition of the DEI Litigation. Borrower hereby acknowledges and agrees that, notwithstanding anything contained herein to the contrary, Borrower's Litigation Obligations shall arise, and shall be deemed to arise, immediately upon Borrower's execution of this Agreement. (b) If Agent and Term Lenders shall have incurred Litigation L/C Obligations, then, upon payment by the L/C Issuer under the Litigation L/C, and regardless of whether an Event of Default or Default shall then exist and notwithstanding the failure of Borrower to satisfy any of the conditions set forth in Section 1.1(c)2.4 of the Credit Agreement, each Revolving Term Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date shall fund its Pro Rata Share of advances such payment to Agent pursuant to Annex B of the Credit Agreement and in accordance with their respective Term Loan C Commitments, and, upon such payments, Borrower's Obligations to reimburse Agent for the Litigation L/C Obligations shall thereafter be payable directly to such Term Lenders pursuant to the terms of this Agreement and Annex B to the Credit Agreement (each, a “Revolving Credit Advance”which Obligations to the Term Lenders shall thereafter constitute "Term Loan C" hereunder and thereunder). The Pro Rata Share Borrower's request for Agent's and Term Lenders' incurrence of Litigation L/C Obligations shall be made on notice by Borrower to Agent two (2) Business Days prior to incurrence pursuant to Annex B of the Revolving Credit Agreement. Notwithstanding anything herein to the contrary, such recharacterization of Borrower's Litigation L/C Obligations hereunder shall occur solely for purposes of references herein, in the Credit Agreement and in the other Loan Documents, to such Obligations and shall not be construed to constitute a refinancing, repayment or novation of any Revolving Lender such Obligations. All liens and security interests in the Collateral which are granted to Agent under the Litigation Collateral Documents to secure the Litigation L/C Obligations shall not at any time exceed its separate Revolving continue to secure Borrower's Obligations with respect to Term Loan CommitmentC as so recharacterized. The obligations of each Revolving Lender the Term Lenders to pay to Agent their respective Pro Rata Shares of payments under the Litigation L/C hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a); provided, that the amount of any Revolving Credit Advance to be made to any Borrower at any time . (c) If Agent shall not exceed Borrowing Availability have incurred Litigation L/C Obligations, or shall have terminated the Litigation L/C prior to its being drawn, Borrower may request that Term Lenders directly advance the Term Loan C by delivering to Agent a Notice of such Borrower at such time or, cause Term Loan C Advance pursuant to the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum terms of the Revolving Credit Agreement. (d) Each Term Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance C shall be made on notice evidenced by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) promissory note substantially in the form of Exhibit l.l(a)(iA hereto (each a "Term C Note" and collectively the "Term C Notes"), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (ii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver its Term C Note to such Revolving each Term Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated on the Closing Date and substantially in the form of Exhibit l.l(a)(ii) (each as amended or replaced from time an amount equal to time, a “Revolving Note” and, collectively, the “Revolving Notes”)such Term Lender's Term Loan C Commitment. Each Revolving Note Term C Note, following the applicable Term Lenders' payment to Agent of its Pro Rata Share of payment under the Litigation L/C, or following Term Lenders' advance of the Term Loan C pursuant to the Credit Agreement, shall represent the obligation Obligation of the applicable Borrower to pay the amount of the applicable Revolving Term Lender’s Revolving 's Term Loan Commitment orC, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. 1.4. (e) The entire unpaid Litigation L/C and Litigation L/C Obligations shall be subject to all of the terms and conditions set forth in Annex B to the Credit Agreement, which Annex is hereby incorporated in its entirety by this reference. (f) Borrower shall pay the aggregate principal amount of the Term Loan C in equal, consecutive quarterly installments equal to the lesser of $250,000 and one-twelfth (1/12) of the aggregate original principal amount of such Loan, on the first day of January, April, July and October of each year, commencing on the first of such dates occurring after the date on which the L/C Issuer makes payment under the Litigation L/C or the Term Lenders otherwise advance the Term Loan C (unless the first of such dates is less than forty-five (45) days following the date of such payment by the L/C Issuer, in which case such installments shall commence on the second of such dates occurring after the date of such payment). (g) Notwithstanding the foregoing clause (b), the aggregate outstanding principal balance of the aggregate Revolving Term Loan and all other noncontingent Obligations C, shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. (h) Each payment of principal with respect to the Term Loan C shall be paid to Agent for the ratable benefit of each Term Lender making a Term Loan C ratably in proportion to each such Term Lender's respective Term Loan C Commitment.

Amount and Terms of Credit. 1.1 Credit Facilities (a) Revolving Credit Facility (i) Subject to the terms and conditions hereof and to the last sentence of Section 1.1(c), each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a); providedPROVIDED, that the amount of any Revolving Credit Advance to be made to any Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s 's separate Borrowing Base, providedPROVIDED, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “"that Borrower’s 's separate Borrowing Base” " shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l1) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i1.1(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (ii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii1.1(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” "REVOLVING NOTE" and, collectively, the “Revolving Notes”"REVOLVING NOTES"). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s 's Revolving Loan Commitment or, if less, such Revolving Lender’s 's Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

Amount and Terms of Credit. 1.1 Credit Facilities (a) Revolving Credit Facility (i) On the Closing Date, the Original Revolving Credit Advances (if any) shall be continued as Revolving Credit Advances hereunder. (ii) Subject to the terms and conditions hereof and to the last sentence of Section 1.1(c)hereof, each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers each Borrower may borrow, repay and reborrow under this Section 1.1(a); provided, that the amount of any Revolving Credit Advance to be made to any such Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, or cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l1) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i1.1(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (iiiii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii1.1(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. Without limitation of the foregoing, in the event that any Original Lender holds an Original Revolving Note and its Revolving Loan Commitment from and after the Closing Date exceeds its Revolving Loan Commitment prior to the Closing Date, upon request by such Original Lender, the applicable Borrower shall execute and deliver a Revolving Note to evidence the increased Revolving Loan Commitment and the Original Lender shall, upon receipt of such Revolving Note, return to such Borrower the Original Revolving Note it so holds. Any Original Revolving Note issued (and as such term was defined) prior to the Closing Date shall in any event constitute a Revolving Note issued under this Agreement and shall be entitled to all benefits hereof. (iv) The Revolving Lenders, subject to the proviso set forth below, hereby authorize Agent, for the account of the Revolving Lenders, to make or permit to remain outstanding Revolving Loans to any Borrower in excess of its Borrowing Base (any such excess Revolving Loan is herein referred to as an “Overadvance”) to the extent that Agent, in its sole discretion, determines that any such Overadvance is necessary or desirable (A) to preserve or protect the Collateral, (B) to enhance the likelihood of repayment of the Obligations or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, fees and expenses; provided, however, that Agent may not cause Revolving Lenders to make, or permit to remain outstanding, (A) aggregate Revolving Loans in excess of the aggregate Revolving Loan Commitments of all Revolving Lenders less the sum of outstanding Swing Line Loans plus the aggregate amount of Letter of Credit Obligations or (B) an Overadvance in an aggregate amount in excess of 10% of the aggregate Revolving Loan Commitments of all Revolving Lenders. If an Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Overadvance based upon their Pro Rata Shares in accordance with the terms of this Agreement regardless of whether the conditions to lending set forth in Section 2.2 have been met. Furthermore, Requisite Lenders may prospectively revoke Agent’s ability to make or permit Overadvances by written notice to Agent. All Overadvances shall constitute Index Rate Loans and shall bear interest at the Index Rate plus the Applicable Revolver Index Margin and the default rate under Section 1.5(d). Each Overadvance shall be repaid in full within thirty (30) days after the date on which such Overadvance is made. (b) Swing Line Facility (i) On the Closing Date, all Original Swing Line Advances (if any) shall be continued as Swing Line Advances hereunder. Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line Advance”) in accordance with any such notice. The provisions of this Section 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Credit Advances under Section 1.1(a); provided, that if the Swing Line Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line Advance shall be in lieu of any Revolving Credit Advance that otherwise may be made by Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (x) the Maximum Amount and (y) the Borrowing Base in each case, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Moreover, the Swing Line Loan outstanding to any Borrower shall not exceed at any time such Borrower’s separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, each Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made on the day requested pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the applicable Borrower requesting a Swing Line Advance in accordance with Section 1.1(a). Any such notice must be given no later than noon (New York time) on the Business Day of the proposed Swing Line Advance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from Requisite Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2, except in the case of a Prohibited Swing Line Advance, be entitled to fund that Swing Line Advance, and to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) or purchase participating interests in accordance with Section 1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Each Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances made to such Borrower upon demand therefor by Agent. (ii) Upon the request of the Swing Line Lender, each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. If a promissory note is requested, each such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (each as amended or replaced from time to time, a “Swing Line Note” and, collectively, the “Swing Line Notes”). Each Swing Line Note shall represent the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the Swing Line Loan and all other non contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full. Any Swing Line Note issued (and as such term was defined) prior to the Closing Date shall in any event constitute a Swing Line Note issued under this Agreement. (iii) The Swing Line Lender shall at any time and from time to time in its sole and absolute discretion, but not less frequently than on each Settlement Date on behalf of any Borrower (and each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf), request each Revolving Lender (including the Swing Line Lender) to make a Revolving Credit Advance to such Borrower (which shall be an Index Rate Loan) in an amount equal to such Revolving Lender’s Pro Rata Share of the principal amount of such Borrower’s Swing Line Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Sections 8.1(h) or (i) has occurred (in which event the procedures of Section 1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Advances made to a Borrower shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan of such Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(h) or (i) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the applicable Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to such Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Section 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter. (c) Reliance on Notices; Appointment of Borrower Representative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any such notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary. Each Borrower, and to the extent applicable, each other Credit Party, hereby designates H&E Delaware as its representative and agent on its behalf for the purposes of issuing Notices of Revolving Credit Advances and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Credit Party or Credit Parties under the Loan Documents. Borrower Representative hereby accepts such appointment. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Credit Parties, and may give any notice or communication required or permitted to be given to any Credit Party or Credit Parties hereunder to Borrower Representative on behalf of such Credit Party or Credit Parties. Each Credit Party agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Credit Party and shall be binding upon and enforceable against such Credit Party to the same extent as if the same had been made directly by such Credit Party.

Amount and Terms of Credit. 1.1 Credit FacilitiesSection 2.1. Assumption and Restructuring of Secured Obligations (other than Letters of Credit); Amortization of New Term Loans; Commitment to Lend. (a) Revolving Credit Facility (i) Subject to the terms and conditions hereof and relying upon the representations, warranties and covenants set forth herein, each of the parties agrees that, as of the Effective Date, the Pre-Petition Credit Agreement is hereby amended and restated and a portion of the Pre-Petition Term Loans and the Pre-Petition Revolving Loans extended by the Pre-Petition Lenders pursuant to the Pre-Petition Credit Agreement are hereby assumed by the Borrower and restructured on the terms and conditions contained herein (such portion of the Pre-Petition Term Loans and Pre-Petition Revolving Credit Loans, as restructured, being hereinafter referred to as the "New Term Loans"). The principal amount of the Pre-Petition Loans restructured by each Pre-Petition Lender (such Pre-Petition Lender, after the Effective Date, being hereinafter referred to as a "New Term Lender" and, collectively, the "New Term Lenders") as New Term Loans shall be determined in accordance with the definition of "New Term Notes" contained in the Plan of Reorganization and shall be in such amount as is set forth opposite its name on Schedule 1.1 (a) annexed hereto. The Borrower confirms and agrees that it is truly and justly indebted to the Pre-Petition Lenders (which are the New Term Lenders) in the aggregate amount of the Pre-Petition Loans and the Pre-Petition Letters of Credit, without defense, offset or counterclaim of any kind whatsoever. Pursuant to the Plan of Reorganization, principal amounts outstanding on the Effective Date with respect to the portion of the Pre-Petition Obligations equal to the aggregate principal amount of the New Term Loans shall be deemed to be principal amounts outstanding with respect to the New Term Loans, as of the Effective Date. (b) The outstanding principal amount of the New Term Loans shall be payable in annual installments of $3,000,000 on September 15 of each year, commencing September 15, 1998. To the extent not previously paid, all New Term Loans shall be due and payable on the Maturity Date. Each principal payment on the New Term Loans pursuant to this Section shall be accompanied by accrued interest on the principal amount paid to but excluding the date of payment. Without limiting its obligations under the first sentence of this Section or Section 2.12, the Borrower unconditionally promises to pay the unpaid principal amount of the New Term Loans on the Maturity Date. (c) Subject to the terms and conditions and relying upon the representations, warranties and covenants set forth herein, each of the parties agrees that, as of the Effective Date, the DIP Credit Agreement is hereby amended and restated and the DIP Revolving Credit Loans and the DIP Letters of Credit are hereby assumed by the Borrower and restructured as provided in Section 2.5(b). The Borrower confirms and agrees that it is truly and justly indebted to the DIP Lenders (which are the New Revolving Lenders) in the aggregate amount of the DIP Revolving Loans without defense, offset or counterclaim of any kind whatsoever. Principal amounts outstanding on the (d) Subject to the terms and conditions and relying upon the representations, warranties and covenants set forth herein, each DIP Lender (such DIP Lender, after the Effective Date, hereinafter referred to as a "New Revolving Lender" and collectively, the "New Revolving Lenders") agrees severally and not jointly with the other New Revolving Lenders to make revolving credit loans (each a "New Revolving Loan" and, collectively, the "New Revolving Loans" and, together with the New Term Loans, the "Loans") to the Borrower and to participate in Letters of Credit issued by the last sentence of Section 1.1(c), each Revolving Lender agrees to make available to Borrowers relevant Fronting Bank at any time and from time to time until during the period commencing on the Effective Date and ending on the Maturity Date of the New Revolving Loans in an aggregate principal amount not to exceed the Commitment Termination Date of such Lender. Without limiting its Pro Rata Share of advances (eachobligations under Section 2.12, a “Revolving Credit Advance”). The Pro Rata Share the Borrower unconditionally promises to pay the unpaid principal amount of the New Revolving Loan Loans on the Maturity Date. At no time shall the sum of any the then outstanding aggregate principal amount of the New Revolving Lender Loans plus the then aggregate Letter of Credit Outstandings exceed the Total Commitments of $150,000,000, as the same may be reduced from time to time pursuant to Sections 2.9 or 2.12, as the case may be. In addition, at no time shall not at any time the sum of the then outstanding aggregate principal amount of New Revolving Loans plus the then aggregate Standby Letter of Credit Outstandings exceed its separate an amount equal to the Total Commitments minus the Documentary Reserve. (e) Each Borrowing of New Revolving Loan Commitment. The obligations of each Revolving Lender hereunder Loans shall be several and not joint. Until made by the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a)New Revolving Lenders pro rata in accordance with their respective Commitments; provided, that the amount failure of any New Revolving Credit Advance Lender to be made to make any Borrower at any time New Revolving Loan shall not exceed Borrowing Availability in itself relieve the other New Revolving Lenders of such Borrower at such time ortheir obligations to lend. (f) Subject to the terms and conditions and relying upon the representations, cause the Borrowing Availability of all Borrowers to be exceeded. Moreoverwarranties and covenants set forth herein, the sum each of the Revolving Loan Cash Management Banks and Swing Line Loan outstanding to any the Borrower shall not exceed at any time agree that Borrower’s separate Borrowing Basetheir respective Cash Management Agreements, provided, that as in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days effect immediately prior to the proposed Revolving Credit AdvanceEffective Date, shall continue in effect from and after the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must be given Effective Date in writing (by telecopy or overnight courier) substantially accordance with their respective terms and the Hedging Bank and the Borrower agree that the Hedging Agreement, as in effect immediately prior to the form of Exhibit l.l(a)(i)Effective Date, shall continue in effect from and shall include after the information required Effective Date in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply accordance with Section 1.5(e)its terms. (ii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

Amount and Terms of Credit. 1.1 2.1 Revolving Credit FacilitiesBorrowing (a) The Revolving Credit Facility (i) Borrowings. Subject to the terms and conditions hereof and to the last sentence of Section 1.1(c)set forth herein, (i) each U.S. Revolving Credit Lender severally agrees to make available revolving credit loans (each such loan, a “U.S. Revolving Credit Loan”) to Borrowers the Parent Borrower from time to time time, on any Business Day after the Closing Date until the Commitment Termination Date its Pro Rata Share Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of advances such Lender’s U.S. Revolving Credit Commitment; provided that after giving effect to any such Revolving Credit Borrowing, each of the Availability Requirements shall be met and (eachii) each Foreign Revolving Credit Lender severally agrees to make revolving credit loans (each such loan, a “Foreign Revolving Credit Loan”; U.S. Revolving Credit Loan or Foreign Revolving Credit Loan, each a “Revolving Credit AdvanceLoan”). The Pro Rata Share of ) to any Foreign Borrower, in each case as elected by the Revolving Loan of Administrative Borrower pursuant to Section 2.3 from time to time, on any Revolving Lender shall Business Day after the Closing Date until the Maturity Date, in an aggregate Dollar Amount in principal amount not to exceed at any time exceed its separate outstanding the amount of such Lender’s Foreign Revolving Loan Credit Commitment; provided that after giving effect to any such Revolving Credit Borrowing, each of the Availability Requirements shall be met. The obligations Revolving Credit Loans may be made (i) to the Parent Borrower in Dollars, Euro or any Alternative Currency provided under Section 1.8, (ii) to the Canadian Borrower in Dollars, Canadian Dollars or any Alternative Currency provided under Section 1.8 or (iii) to any European Borrower in Dollars, Euro, Sterling or any Alternative Currency provided under Section 1.8. Revolving Credit Loans (i) to the Parent Borrower or the Canadian Borrower denominated in Dollars may be ABR Loans or LIBOR Loans, as further provided herein, (ii) to the Canadian Borrower denominated in Canadian Dollars may be Canadian Prime Rate Loans or CDOR Loans, as further provided herein, and (iii) to any European Borrower may be LIBOR Loans denominated in Dollars or Sterling, or EURIBOR Loans denominated in Euros, as further provided herein. Within the limits of each Lender’s U.S. Revolving Lender hereunder shall be several Credit Commitment or Foreign Revolving Credit Commitment, as applicable, and not joint. Until subject to the Commitment Termination Dateother terms and conditions hereof, the Borrowers may borrowborrow under this Section 2.1(a), repay prepay under Section 2.5 and reborrow under this Section 1.1(a2.1(a). (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 2.1(a) or in Section 7), (i) the Administrative Agent is authorized by the Parent Borrower and the U.S. Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make loans denominated in Dollars that are ABR Loans (each such loan, a “U.S. Protective Advance”) on behalf of all U.S. Revolving Credit Lenders to the Parent Borrower and (ii) the Administrative Agent is authorized by all Foreign Borrowers and the Foreign Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make loans denominated in Dollars that are ABR Loans (each such loan, a “Foreign Protective Advance”; providedU.S. Protective Advance or Foreign Protective Advance, each a “Protective Advance”) on behalf of all Foreign Revolving Credit Lenders to any Foreign Borrower, in each case of clauses (i) and (ii), at any time that any condition precedent set forth in Section 7 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (x) to preserve or protect the Collateral, or any portion thereof or (y) to enhance the likelihood of, or maximize the amount of, repayment of any Revolving Credit the Loans and other Obligations. Any Protective Advance to may be made in a principal amount that would result in the Availability Requirements not being met; provided that (i) no U.S. Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the Outstanding Amount of any Borrower other outstanding U.S. Protective Advances) the aggregate Outstanding Amount of all U.S. Protective Advances outstanding hereunder would exceed 5% of the U.S. Borrowing Base as determined on the date of such proposed Protective Advance and (ii) no Foreign Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the Outstanding Amount of any other outstanding Foreign Protective Advances) the aggregate Outstanding Amount of all Foreign Protective Advances outstanding hereunder would exceed 5% of the Foreign Borrowing Base as determined on the date of such proposed Protective Advance; provided further that (x) the aggregate U.S. Revolving Credit Exposure at any such time shall not exceed Borrowing Availability of such Borrower the aggregate U.S. Revolving Credit Commitments as then in effect and (y) the aggregate Foreign Revolving Credit Exposure at such time or, cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that the aggregate Foreign Revolving Credit Commitments as then in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Baseeffect. Each Revolving Credit U.S. Protective Advance shall be made on notice secured by Borrower Representative the Liens in favor of the Administrative Agent on behalf of the applicable Borrower Secured Parties in and to the representative U.S. Collateral and shall constitute U.S. Obligations hereunder. Each Foreign Protective Advance shall be secured by the Liens in favor of the Administrative Agent identified on behalf of the Secured Parties in Schedule 1.1 and to the Collateral and shall constitute Foreign Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the address specified thereinRequired Lenders. Any such notice revocation must be given in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion and under no later than circumstance shall any Borrower have the right to require that a Protective Advance be made. At any time that the conditions precedent set forth in Section 7 have been satisfied or waived, the Administrative Agent may request (li) noon (New York time) on the Business Day of the proposed U.S. Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior Lenders to the proposed make a U.S. Revolving Credit Advance, in Loan to repay a U.S. Protective Advance and/or (ii) the case of a LIBOR Loan. Each such notice (a “Notice of Foreign Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires Lenders to have the make a Foreign Revolving Credit Advances bear interest by reference Loan to repay a LIBOR RateForeign Protective Advance. At any other time, Borrower Representative must comply with the Administrative Agent may require the Appropriate Lenders to fund their risk participations described in Section 1.5(e)2.1(c) below. (iic) Upon the request making of a U.S. Protective Advance or a Foreign Protective Advance, as applicable, by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), (i) each U.S. Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such U.S. Protective Advance in proportion to its Pro Rata Share and (ii) each Foreign Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Foreign Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (d) Notwithstanding anything to the contrary in any Credit Document, but subject to Section 2.12, each Borrower Lender may, at its option, make Revolving Credit Loans, Swing Line Loans or Protective Advances, as applicable, available to the Borrowers by causing its applicable Lending Office or any foreign or domestic branch or Affiliate of such Lender to make such Loans; provided that (i) any exercise of such option shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent not affect the obligation of the applicable Borrower to pay repay such Loan in accordance with the amount terms of this Agreement and the other Credit Documents and (ii) no Credit Party shall be obliged to make any payment pursuant to Section 2.10, 2.11, 5.4 (or the comparable provisions in Section 14) in excess of any payment that would have been due to Lender pursuant to Section 2.10, 2.11 or 5.4 (or the comparable provisions under Section 14), respectively, if the Lender had made such Loan through its Lending Office (other than (i) Loans made through any foreign or domestic branch or Affiliate of a Lender at the written request of the applicable Revolving Lender’s Revolving Loan Commitment orParent Borrower or (ii) payments as a result of any change after the exercise of such option in (or in the interpretation, if lessadministration, such Revolving Lender’s Pro Rata Share or application of) any law or treaty or any published practice or published concession of any relevant taxing authority). (e) The obligations of the aggregate unpaid principal amount Lenders hereunder to make Loans and to fund participations in Letters of all Revolving Credit Credit, Swing Line Loans and Protective Advances to such Borrower together with interest thereon as prescribed in Section 1.5are several and not joint. The entire unpaid balance failure of the aggregate Revolving any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and all other noncontingent Obligations no Lender shall be immediately due and payable in full in immediately available funds on responsible for the Commitment Termination Datefailure of any other Lender to so make its Loan or purchase its participation.

Amount and Terms of Credit. 1.1 1.01 Asset Based Line of Credit FacilitiesCommitment. (a) Revolving Line of Credit Facility (i) - Accounts Receivable Borrowing Base Constrained. Subject to all the terms and conditions hereof of this Agreement, provided that no event of default then has occurred and is continuing, Bank shall upon Borrower's request, make advances ("ABL Loans") to the last sentence of Section 1.1(c)Borrower, each Revolving Lender agrees to make available to Borrowers from time to time until and in such amounts as Borrower shall request up to an aggregate principal amount outstanding not to exceed: Eighty-five percent (85%) of Eligible Accounts and Fifty percent (50%) of Eligible Unbilled Accounts, as such Eligible Accounts may be adjusted from time to time as provided for under Section 4.15 hereof (the Commitment Termination Date its Pro Rata Share "Borrowing Base") and in no event more than $10,000,000 (the "ABL Line of advances (each, a “Revolving Credit Advance”Credit"). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not If at any time exceed its separate Revolving or for any reason, the outstanding principal amount of the ABL Loan Commitment. The obligations Account (as defined below) is greater than the lesser of: (x) the Borrowing Base or (y) the ABL Line of each Revolving Lender hereunder Credit, Borrower shall be several and not joint. Until the Commitment Termination Datepay to Bank, Borrowers may borrowin cash, repay and reborrow under this Section 1.1(a); provided, that the amount of any Revolving Credit Advance to be made to any Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is excess within three (3) Business Days prior business days from the determination of such excess. Any commitment of Bank, pursuant to the proposed Revolving Credit Advanceterms of this Agreement, to make ABL Loans shall expire on the ABL Maturity Date (as hereinafter defined), subject to Bank's right to renew said commitment in the case its sole and absolute discretion at Borrower's request. Any such renewal of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must said commitment shall not be given binding upon Bank unless it is in writing and signed by an officer of Bank. Provided that no Event of Default (as hereinafter defined) has occurred and is continuing, all or any portion of the ABL Loans advanced by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required Bank which are repaid by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (ii) Upon the request of any Revolving Lender, each Borrower shall execute be available for reborrowing in accordance with the terms hereof. Borrower promises to pay to Bank the entire outstanding unpaid principal balance (and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount all accrued unpaid interest thereon) of the Revolving ABL Loan Commitment Account on the earlier of demand by Bank upon the occurrence of an Event of Default which is not remedied within any applicable Revolving Lendercure period or waived by Bank or August 26, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii) 2002 (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”"ABL Maturity Date"). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.________________________________________________________________________________

Amount and Terms of Credit. 1.1 2.1 Revolving Credit FacilitiesBorrowing (a) The Revolving Credit Facility (i) Borrowings. Subject to the terms and conditions hereof and to the last sentence of Section 1.1(c)set forth herein, (i) each U.S. Revolving Credit Lender severally agrees to make available revolving credit loans (each such loan, a “U.S. Revolving Credit Loan”) to Borrowers the Parent Borrower from time to time time, on any Business Day after the Closing Date until the Commitment Termination Date its Pro Rata Share Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of advances such Lender’s U.S. Revolving Credit Commitment; provided that after giving effect to any such Revolving Credit Borrowing, each of the Availability Requirements shall be met and (eachii) each Foreign Revolving Credit Lender severally agrees to make revolving credit loans (each such loan, a “Foreign Revolving Credit Loan”; U.S. Revolving Credit Loan or Foreign Revolving Credit Loan, each a “Revolving Credit AdvanceLoan”). The Pro Rata Share of ) to any Foreign Borrower, in each case as elected by the Revolving Loan of Administrative Borrower pursuant to Section 2.3 from time to time, on any Revolving Lender shall Business Day after the Closing Date until the Maturity Date, in an aggregate Dollar Amount in principal amount not to exceed at any time exceed its separate outstanding the amount of such Lender’s Foreign Revolving Loan Credit Commitment; provided that after giving effect to any such Revolving Credit Borrowing, each of the Availability Requirements shall be met. The obligations Revolving Credit Loans may be made (i) to the Parent Borrower in Dollars, Euro or any Alternative Currency provided under Section 1.8, (ii) to the Canadian Borrower in Dollars, Canadian Dollars or any Alternative Currency provided under Section 1.8 or (iii) to any European Borrower in Dollars, Euro, Sterling or any Alternative Currency provided under Section 1.8. Revolving Credit Loans (i) to the Parent Borrower or the Canadian Borrower denominated in Dollars may be ABR Loans or LIBOR Loans, as further provided herein, (ii) to the Canadian Borrower denominated in Canadian Dollars may be Canadian Prime Rate Loans or CDOR Loans, as further provided herein, and (iii) to any European Borrower may be LIBOR Loans denominated in Dollars or Sterling, or EURIBOR Loans denominated in Euros, as further provided herein. Within the limits of each Lender’s U.S. Revolving Lender hereunder shall be several Credit Commitment or Foreign Revolving Credit Commitment, as applicable, and not joint. Until subject to the Commitment Termination Dateother terms and conditions hereof, the Borrowers may borrowborrow under this Section 2.1(a), repay prepay under Section 2.5 and reborrow under this Section 1.1(a2.1(a). (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 2.1(a) or in Section 7), (i) the Administrative Agent is authorized by the Parent Borrower and the U.S. Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make loans denominated in Dollars that are ABR Loans (each such loan, a “U.S. Protective Advance”) on behalf of all U.S. Revolving Credit Lenders to the Parent Borrower and (ii) the Administrative Agent is authorized by all Foreign Borrowers and the Foreign Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make loans denominated in Dollars that are ABR Loans (each such loan, a “Foreign Protective Advance”; providedU.S. Protective Advance or Foreign Protective Advance, each a “Protective Advance”) on behalf of all Foreign Revolving Credit Lenders to any Foreign Borrower, in each case of clauses (i) and (ii), at any time that any condition precedent set forth in Section 7 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (x) to preserve or protect the Collateral, or any portion thereof or (y) to enhance the likelihood of, or maximize the amount of, repayment of any Revolving Credit the Loans and other Obligations. Any Protective Advance to may be made in a principal amount that would result in the Availability Requirements not being met; provided that (i) no U.S. Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the Outstanding Amount of any Borrower other outstanding U.S. Protective Advances) the aggregate Outstanding Amount of all U.S. Protective Advances outstanding hereunder would exceed 5% of the U.S. Borrowing Base as determined on the date of such proposed Protective Advance and (ii) no Foreign Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the Outstanding Amount of any other outstanding Foreign Protective Advances) the aggregate Outstanding Amount of all Foreign Protective Advances outstanding hereunder would exceed 5% of the Foreign Borrowing Base as determined on the date of such proposed Protective Advance; provided further that (x) the aggregate U.S. Revolving Credit Exposure at any such time shall not exceed Borrowing Availability of such Borrower the aggregate U.S. Revolving Credit Commitments as then in effect and (y) the aggregate Foreign Revolving Credit Exposure at such time or, cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that the aggregate Foreign Revolving Credit Commitments as then in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Baseeffect. Each Revolving Credit U.S. Protective Advance shall be made on notice secured by Borrower Representative the Liens in favor of the Administrative Agent on behalf of the applicable Borrower Secured Parties in and to the representative U.S. Collateral and shall constitute U.S. Obligations hereunder. Each Foreign Protective Advance shall be secured by the Liens in favor of the Administrative Agent identified on behalf of the Secured Parties in Schedule 1.1 and to the Collateral and shall constitute Foreign Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the address specified thereinRequired Lenders. Any such notice revocation must be given in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion and under no later than circumstance shall any Borrower have the right to require that a Protective Advance be made. At any time that the conditions precedent set forth in Section 7 have been satisfied or waived, the Administrative Agent may request (li) noon (New York time) on the Business Day of the proposed U.S. Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior Lenders to the proposed make a U.S. Revolving Credit Advance, in Loan to repay a U.S. Protective Advance and/or (ii) the case of a LIBOR Loan. Each such notice (a “Notice of Foreign Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires Lenders to have the make a Foreign Revolving Credit Advances bear interest by reference Loan to repay a LIBOR RateForeign Protective Advance. At any other time, Borrower Representative must comply with the Administrative Agent may require the Appropriate Lenders to fund their risk participations described in Section 1.5(e)2.1(c) below. (iic) Upon the request making of a U.S. Protective Advance or a Foreign Protective Advance, as applicable, by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), (i) each U.S. Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such U.S. Protective Advance in proportion to its Pro Rata Share and (ii) each Foreign Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Foreign Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (d) Notwithstanding anything to the contrary in any Credit Document, but subject to Section 2.122.12, each Borrower Lender may, at its option, make Revolving Credit Loans, Swing Line Loans or Protective Advances, as applicable, available to the Borrowers by causing its applicable Lending Office or any foreign or domestic branch or Affiliate of such Lender to make such Loans; provided that (i) any exercise of such option shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent not affect the obligation of the applicable Borrower to pay repay such Loan in accordance with the amount terms of this Agreement and the other Credit Documents and (ii) no Credit Party shall be obliged to make any payment pursuant to Section 2.10, 2.112.11, 5.4 (or the comparable provisions in Section 14) in excess of any payment that would have been due to Lender pursuant to Section 2.10, 2.112.11 or 5.4 (or the comparable provisions under Section 14), respectively, if the Lender had made such Loan through its Lending Office (other than (i) Loans made through any foreign or domestic branch or Affiliate of a Lender at the written request of the applicable Revolving Lender’s Revolving Loan Commitment orParent Borrower or (ii) payments as a result of any change after the exercise of such option in (or in the interpretation, if lessadministration, such Revolving Lender’s Pro Rata Share or application of) any law or treaty or any published practice or published concession of any relevant taxing authority). (e) The obligations of the aggregate unpaid principal amount Lenders hereunder to make Loans and to fund participations in Letters of all Revolving Credit Credit, Swing Line Loans and Protective Advances to such Borrower together with interest thereon as prescribed in Section 1.5are several and not joint. The entire unpaid balance failure of the aggregate Revolving any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and all other noncontingent Obligations no Lender shall be immediately due and payable in full in immediately available funds on responsible for the Commitment Termination Datefailure of any other Lender to so make its Loan or purchase its participation.

Amount and Terms of Credit. 1.1 Credit Facilities1.01 ASSET BASED LINE OF CREDIT COMMITMENT (ABL LINE OF CREDIT) (a) Revolving Credit Facility (i) LINE OF CREDIT - ACCOUNTS RECEIVABLE AND LIQUID ASSET BORROWING BASE CONSTRAINED. Subject to all the terms and conditions hereof of this Agreement, provided that no event of default then has occurred and is continuing, Bank shall upon Borrower's request, make advances ("ABL Loans") to the last sentence of Section 1.1(c)Borrower, each Revolving Lender agrees to make available to Borrowers from time to time until and in such amounts as Borrower shall request up to an aggregate principal amount outstanding not to exceed: (1) Eighty percent (80%) maximum of Eligible Accounts Receivable; plus (2) Sixty percent (60%) of Liquid Assets (Liquid Asset advances to become available following the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share satisfactory pay-off of the Revolving Prior Loan ("Loan Number 00738000003-3")), including cash and marketable investments, not to exceed $2,000,000, as such Eligible Accounts and Liquid Assets may be adjusted from time to time as provided for under 4.15 hereof (the "Borrowing Base") and in no event more than $2,000,000 (the "ABL Line of any Revolving Lender Credit"); however, upon Borrower achieving a minimum eligible Borrowing Base of $2,000,000, the ABL Line Of Credit shall not be increased to $3,000,000. If at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a); provided, that the amount of or for any Revolving Credit Advance to be made to any Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, cause the Borrowing Availability of all Borrowers to be exceeded. Moreoverreason, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (ii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving ABL Loan Commitment Account (as defined below) is greater than the lessor of: (x) the Borrowing Base or (y) the ABL Line of the applicable Revolving LenderCredit, dated the Closing Date and substantially Borrower shall immediately pay to Bank, in the form of Exhibit l.l(a)(ii) (each as amended or replaced from time to timecash, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of such excess. Any commitment of Bank, pursuant to the applicable Revolving Lender’s Revolving Loan Commitment orterms of this Agreement, if lessto make ABL Loans shall expire on the ABL Maturity Date (as hereinafter defined), subject to Bank's right to renew said commitment in its sole and absolute discretion at Borrower's request. Any such Revolving Lender’s Pro Rata Share renewal of said commitment shall not be binding upon Bank unless it is in writing and signed by an officer of Bank. Provided that no Event of Default (as hereinafter defined) has occurred and is continuing, all or any portion of the aggregate ABL Loans advanced by Bank which are repaid by Borrower shall be available for reborrowing in accordance with the terms hereof. Borrower promises to pay to Bank the entire outstanding unpaid principal amount of balance (and all Revolving Credit Advances to such Borrower together with accrued unpaid interest thereon as prescribed in Section 1.5. The entire unpaid balance thereon) of the aggregate Revolving ABL Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds Account on the Commitment Termination earlier of demand by Bank or January 14, 2000 ("ABL Maturity Date").

Amount and Terms of Credit. 1.1 Credit FacilitiesFacilities ----------------- (a) Revolving Credit Facility. (i) Subject to the terms and ------------------------- conditions hereof and to the last sentence of Section 1.1(c)hereof, each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Revolving Loan of any Revolving ------------------------- Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a); provided, that the The aggregate amount of any Revolving Credit Advance to be made to any Borrower Advances outstanding shall not exceed at any time shall not exceed the lesser of (A) the Maximum Amount less the sum of the Letter of ---- Credit Obligations and (B) the Aggregate Borrowing Availability Base less the sum of 35% of ---- the Eligible Trade L/C Obligations and 100% of such Borrower other Letter of Credit Obligations and, in each case, less the Swing Line Loan outstanding at such time or, cause the ("Borrowing Availability of all Borrowers to be exceededAvailability"). Moreover, the sum of the Revolving Loan and Swing --------- ------------ Line Loan outstanding to any Borrower less 65% of the Eligible Trade L/C ---- Obligations of such Borrower shall not exceed at any time that Borrower’s 's separate Borrowing Base. Until the Commitment Termination Date, providedBorrowers may from time to time borrow, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Baserepay and reborrow under this Section 1.1(a). Each -------------- Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Administrative Agent identified in on Schedule 1.1 at the address specified thereinthereon. Any such notice Those notices must ------------ be given no later than (l1) noon 11:00 a.m. (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon 11:00 a.m. (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") must be given in writing (by ---------------------------------- telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e).1.1 (ii) Upon the request of any Revolving Lender, each Each Borrower shall execute and deliver to such Revolving each Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii1.1(a)(ii) (each as amended or replaced from time to time, ------------------ a “"Revolving Note” " and, collectively, the “"Revolving Notes”"). Each Revolving -------------- --------------- Note shall represent the obligation of the applicable each Borrower to pay the amount of the applicable Revolving each Lender’s 's Revolving Loan Commitment or, if less, such Revolving the applicable Lender’s 's Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. ----------- The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent non- contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

Amount and Terms of Credit. 1.1 Credit FacilitiesSection 2. 1Amount and Nature of Revolving Credit. (a) Revolving Credit Facility (i) Subject to the terms and conditions hereof of this Agreement, the Revolving Lenders, during the Commitment Period and to the last sentence of Section 1.1(c), each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a); extent hereinafter provided, that shall make Revolving Loans to Borrowers, participate in Swing Loans made by the amount of any Revolving Credit Advance to be made to any Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding Lender to any Borrower shall not exceed US Borrower, and participate in Letters of Credit at any time that the request of Administrative Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” aggregate amount as Borrowers shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower request pursuant to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (ii) Upon the request of any Revolving Lender, each Borrower Commitment; provided that in no event shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Loans, Swing Loans and Letters of Credit Advances outstanding under this Agreement be in excess of the Revolving Amount. (b) Each Lender, for itself and not one for any other, agrees to make Revolving Loans, participate in Swing Loans, and participate in Letters of Credit, during the Commitment Period, on such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance basis that, immediately after the completion of any borrowing by Borrowers or the issuance of a Letter of Credit: (i) the Dollar Equivalent of the aggregate outstanding principal amount of Revolving Loan Loans and Swing Loans made by such Lender (other than Swing Loans made by the Swing Line Lender), when combined with such Lender’s pro rata share of the Letter of Credit Exposure and the Swing Line Exposure, shall not be in excess of the Revolving Amount for such Lender; and (ii) the aggregate outstanding principal amount of Revolving Loans made by such Lender shall represent that percentage of the aggregate principal amount then outstanding on all other noncontingent Obligations Revolving Loans that shall be immediately due such Lender’s Commitment Percentage. Each borrowing of Revolving Loans from the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders (provided that, for the avoidance of doubt, Swing Loans shall be risk participated on a pro rata basis). (c) The Loans may be made as Revolving Loans as described in Section 2.2(a) hereof and payable as Swing Loans as described in full Section 2.2(c) hereof, and Letters of Credit may be issued in immediately available funds on the Commitment Termination Dateaccordance with Section 2.2(b) hereof.

Amount and Terms of Credit. 1.1 Credit Facilities (a) Revolving Credit Facility (i) Subject to the terms and conditions hereof of this Agreement, from the Closing Date and to the last sentence of Section 1.1(c), each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of (i) Lender agrees (A) to make available advances (each, a “"Revolving Credit Advance”). The Pro Rata Share ") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount not to exceed the Revolving Loan of any Revolving Lender shall not Borrowing Availability, and (ii) Borrower may at any its request from time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may to time borrow, repay and reborrow reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 1.1(a); provided, that the amount of any 1.1. (b) Borrower shall request each Revolving Credit Advance by notice given in writing (by telecopy, hand delivery, or United States mail) to be made to any Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Lender's representative responsible for Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent 's account as identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l) noon 1:00 P.M. (New York City time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") must shall be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i)A. Lender shall be fully protected under this Agreement in relying upon, and shall include be entitled to rely upon, (i) any Notice of Revolving Credit Advance believed by Lender to be genuine, and (ii) the information required in such Exhibit assumption that the Persons making electronic requests or executing and such other administrative information as may be reasonably required by Agent. If any Borrower desires delivering a Notice of Revolving Credit Advance were duly authorized, unless the responsible individual acting thereon for Lender shall have actual knowledge to have the contrary. (c) To evidence the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (ii) Upon the request of any Revolving Lender, each Loan Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving LenderCredit Note, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note which shall represent the obligation Obligation of the applicable Borrower to pay the Revolving Credit Loan. The date and amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all each Revolving Credit Advances Advance and each payment of principal with respect thereto shall be recorded on the books of Lender, which books shall be presumed to such correctly and accurately record the transactions between Borrower together with interest thereon as prescribed in Section 1.5and Lender and shall, absent manifest error, be conclusive and binding upon Borrower. The entire unpaid balance of the aggregate Revolving Loan and Credit Loan, together with all other noncontingent outstanding and non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Maturity Date. (d) Borrower agrees that Lender, in making any Revolving Credit Advance or incurring any other Obligation hereunder, shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and on any other information available to Lender. Borrower further agrees that Lender shall be under no obligation to make any further Revolving Credit Advance or incur any other Obligation if Borrower shall have failed to deliver a Borrowing Base Certificate to Lender by the time specified in Section 4.1(a). (e) Subject to the terms and conditions of this Agreement, including Schedule C, Borrower shall have the right to request, and Lender agrees to incur, the Letter of Credit Obligations for the account of Borrower in accordance with Schedule C.

Amount and Terms of Credit. 1.1 Credit Facilities (a) Revolving Credit Facility (i) On the Closing Date, the Original Revolving Credit Advances (if any) shall be continued as Revolving Credit Advances hereunder. (ii) Subject to the terms and conditions hereof and to the last sentence of Section 1.1(c)hereof, each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers each Borrower may borrow, repay and reborrow under this Section 1.1(a); provided, that the amount of any Revolving Credit Advance to be made to any such Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, or cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l1) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i1.1(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (iiiii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii1.1(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. Without limitation of the foregoing, in the event that any Original Lender holds a Revolving Note and its Revolving Loan Commitment from and after the Closing Date exceeds its Revolving Loan Commitment prior to the Closing Date, upon request by such Original Lender, the applicable Borrower shall execute and deliver a Revolving Note to evidence the increased Revolving Loan Commitment and the Original Lender shall, upon receipt of such Revolving Note, return to such Borrower the Revolving Note it so holds. Any Revolving Note issued (and as such term was defined) prior to the Closing Date shall in any event constitute a Revolving Note issued under this Agreement. (b) Swing Line Facility (i) On the Closing Date, all Original Swing Line Advances (if any) shall be continued as Swing Line Advances hereunder. Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line Advance”) in accordance with any such notice. The provisions of this Section 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Credit Advances under Section 1.1(a); provided, that if the Swing Line Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line Advance shall be in lieu of any Revolving Credit Advance that otherwise may be made by Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (x) the Maximum Amount and (y) the Borrowing Base in each case, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Moreover, the Swing Line Loan outstanding to any Borrower shall not exceed at any time such Borrower’s separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, each Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made on the day requested pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the applicable Borrower requesting a Swing Line Advance in accordance with Section 1.1(a). Any such notice must be given no later than noon (New York time) on the Business Day of the proposed Swing Line Advance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from Requisite Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2, except in the case of a Prohibited Swing Line Advance, be entitled to fund that Swing Line Advance, and to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) or purchase participating interests in accordance with Section 1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Each Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances made to such Borrower upon demand therefor by Agent. (ii) Upon the request of the Swing Line Lender, each Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. If a promissory note is requested, each such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (each as amended or replaced from time to time, a “Swing Line Note” and, collectively, the “Swing Line Notes”). Each Swing Line Note shall represent the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the Swing Line Loan and all other non contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full. Any Swing Line Note issued (and as such term was defined) prior to the Closing Date shall in any event constitute a Swing Line Note issued under this Agreement. (iii) The Swing Line Lender shall at any time and from time to time in its sole and absolute discretion, but not less frequently than on each Settlement Date on behalf of any Borrower (and each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf), request each Revolving Lender (including the Swing Line Lender) to make a Revolving Credit Advance to such Borrower (which shall be an Index Rate Loan) in an amount equal to such Revolving Lender’s Pro Rata Share of the principal amount of such Borrower’s Swing Line Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Sections 8.1(h) or (i) has occurred (in which event the procedures of Section 1.1(b)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Advances made to a Borrower shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan of such Borrower. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii), one of the events described in Sections 8.1(h) or (i) has occurred, then, subject to the provisions of Section 1.1(b)(v) below, each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the applicable Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to such Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participation interests in accordance with Section 1.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Section 1.1(b)(iii) or 1.1(b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter. (c) Reliance on Notices; Appointment of Borrower Representative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any such notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary. Each Borrower, and to the extent applicable, each other Credit Party, hereby designates H&E Delaware as its representative and agent on its behalf for the purposes of issuing Notices of Revolving Credit Advances and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Credit Party or Credit Parties under the Loan Documents. Borrower Representative hereby accepts such appointment. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Credit Parties, and may give any notice or communication required or permitted to be given to any Credit Party or Credit Parties hereunder to Borrower Representative on behalf of such Credit Party or Credit Parties. Each Credit Party agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Credit Party and shall be binding upon and enforceable against such Credit Party to the same extent as if the same had been made directly by such Credit Party.

Amount and Terms of Credit. 1.1 Credit Facilities (a) Revolving Credit Facility. 7 (i) Subject to the terms and conditions hereof and to the last sentence of Section 1.1(c)hereof, each Revolving Lender agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Except to the extent otherwise provided in Section 1.1(a)(iii), the aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case less the sum of the Letter of Credit Obligations and the Swing Line Loan outstanding at such time ("Borrowing Availability"). Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 1.1(a); provided, that the amount of any Revolving Credit Advance to be made to any Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. 1.1 (a) Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 (1.1) at the address specified therein. Any such notice must be given no later than (l1) noon 10:30 a.m. (New York California time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon 10:30 a.m. (New York California time) on the date which that is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") must shall be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i1.1 (a) (i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by any Co-Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative it must comply with Section 1.5(e). (ii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

Amount and Terms of Credit. 1.1 Credit Facilities (a) Revolving Credit Facility (i) On the Closing Date, the Original Revolving Credit Advances (if any) shall be continued as Revolving Credit Advances hereunder. (ii) Subject to the terms and conditions hereof and to the last sentence of Section 1.1(c)hereof, each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers each Borrower may borrow, repay and reborrow under this Section 1.1(a); provided, that the amount of any Revolving Credit Advance to be made to any such Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, or cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l1) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i1.1(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (iiiii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii1.1(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. Without limitation of the foregoing, in the event that any Original Lender holds an Original Revolving Note and its Revolving Loan Commitment from and after the Closing Date exceeds its Revolving Loan Commitment prior to the Closing Date, upon request by such Original Lender, the applicable Borrower shall execute and deliver a Revolving Note to evidence the increased Revolving Loan Commitment and the Original Lender shall, upon receipt of such Revolving Note, return to such Borrower the Original Revolving Note it so holds. Any Original Revolving Note issued (and as such term was defined) prior to the Closing Date shall in any event constitute a Revolving Note issued under this Agreement and shall be entitled to all benefits hereof. (iv) The Revolving Lenders, subject to the proviso set forth below, hereby authorize Agent, for the account of the Revolving Lenders, to make or permit to remain outstanding Revolving Loans to any Borrower in excess of its Borrowing Base (any such excess Revolving Loan is herein referred to as an “Overadvance”) to the extent that Agent, in its sole discretion, determines that any such Overadvance is necessary or desirable (A) to preserve or protect the Collateral, (B) to enhance the likelihood of repayment of the Obligations or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, fees and expenses; provided, however, that Agent may not cause Revolving Lenders to make, or permit to remain outstanding, (A) aggregate Revolving Loans in excess of the aggregate Revolving Loan Commitments of all Revolving Lenders less the sum of outstanding Swing Line Loans plus the aggregate amount of Letter of Credit Obligations or (B) an Overadvance in an aggregate amount in excess of 10% of the aggregate Revolving Loan Commitments of all Revolving Lenders. If an Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Overadvance based upon their Pro Rata Shares in accordance with the terms of this Agreement regardless of whether the conditions to lending set forth in Section 2.2 have been met. Furthermore, Requisite Lenders may prospectively revoke Agent’s ability to make or permit Overadvances by written notice to Agent. All Overadvances shall constitute Index Rate Loans and shall bear interest at the Index Rate plus the Applicable Revolver Index Margin and the default rate under Section 1.5(d). Each Overadvance shall be repaid in full within thirty (30) days after the date on which such Overadvance is made.

Amount and Terms of Credit. 1.1 Credit Facilities (a) Revolving Credit Facility (i) On the Closing Date, the Original Revolving Credit Advances (if any) shall be continued as Revolving Credit Advances hereunder. (ii) Subject to the terms and conditions hereof and to the last sentence of Section 1.1(c)hereof, each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers each Borrower may borrow, repay and reborrow under this Section 1.1(a); provided, that the amount of any Revolving Credit Advance to be made to any such Borrower at any time shall not exceed Borrowing Availability of such Borrower at such time or, or cause the Borrowing Availability of all Borrowers to be exceeded. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower’s separate Borrowing Base, provided, that in the case of any Revolving Advances or Swingline Advances that constitute H&E/Great Northern Advances included in such sum, “that Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (l1) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit l.l(a)(i1.1(a)(i), and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (iiiii) Upon the request of any Revolving Lender, each Borrower shall execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each such note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit l.l(a)(ii1.1(a)(ii) (each as amended or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. Without limitation of the foregoing, in the event that any Original Lender holds an Original Revolving Note and its Revolving Loan Commitment from and after the Closing Date exceeds its Revolving Loan Commitment prior to the Closing Date, upon request by such Original Lender, the applicable Borrower shall execute and deliver a Revolving Note to evidence the increased Revolving Loan Commitment and the Original Lender shall, upon receipt of such Revolving Note, return to such Borrower the Original Revolving Note it so holds. Any Original Revolving Note issued (and as such term was defined) prior to the Closing Date shall in any event constitute a Revolving Note issued under this Agreement and shall be entitled to all benefits hereof. (b) Swing Line Facility (i) On the Closing Date, all Original Swing Line Advances (if any) shall be continued as Swing Line Advances hereunder. Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a “Swing Line Advance”) in accordance with any such notice. The provisions of this Section 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Credit Advances under Section 1.1(a); provided, that if the Swing Line Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line Advance shall be in lieu of any Revolving Credit Advance that otherwise may be made by Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (x) the Maximum Amount and (y) the Borrowing Base in each case, less the outstanding balance of the Revolving Loan at such time (“Swing Line Availability”). Moreover, the Swing Line Loan outstanding to any Borrower shall not exceed at any time such Borrower’s separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, each Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made on the day requested pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the applicable Borrower requesting a Swing Line Advance in accordance with Section 1.1(a). Any such notice must be given no later than noon (New York