Exhibit 10.1

JOINDER AGREEMENT, CONSENT AND AMENDMENT NO. 10

TO CREDIT AGREEMENT

This JOINDER AGREEMENT, CONSENT AND AMENDMENT NO. 10 TO CREDIT AGREEMENT (this “Amendment”) dated as of February 3, 2006, is entered into by and among H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (“H&E”), GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern” and together with H&E, individually an “Existing Borrower” and jointly, severally and collectively, the “Existing Borrowers”), H&E HOLDINGS L.L.C., a Delaware limited liability company (“Holdings”), GNE INVESTMENTS, INC., a Washington corporation, H&E FINANCE CORP., a Delaware corporation, H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“H&E Delaware” and together with Existing Borrowers, individually a “Borrower” and jointly, severally and collectively, the “Borrowers”), the persons designated as “Lenders” on the signature pages hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent.

WHEREAS, Existing Borrowers, the other Credit Parties, the Lenders (as defined therein) and Agent are party to the Credit Agreement dated as of June 17, 2002 (including all annexes, exhibits and schedules thereto, and as amended by Amendment No. 1 dated as of March 31, 2003, Amendment No. 2 dated as of May 14, 2003, Amendment No. 3 dated as of February 10, 2004, Amendment No. 4 dated as of October 26, 2004, Amendment No. 5 dated as of January 13, 2005, Amendment No. 6 dated as of March 11, 2005, Amendment No. 7 dated as of March 31, 2005, Amendment No. 8 dated as of October 13, 2005 and Amendment No. 9 dated as of November 16, 2005, and as further amended, restated, supplemented or otherwise modified and in effect from time to time, “Original Credit Agreement”; all capitalized terms defined in the Original Credit Agreement and not otherwise defined herein have the meanings assigned to them in the Original Credit Agreement or in Annex A thereto);

WHEREAS, Existing Borrowers have informed Lenders and Agent that Holdings desires to consummate an initial public offering of Stock and, in order to have a Delaware corporation as the issuer of such Stock, (i) Holdings has formed H&E Delaware as a direct wholly-owned Subsidiary of Holdings; and (ii) H&E and H&E Holdings intend to contemporaneously merge with and into H&E Delaware pursuant to the terms of that certain Agreement and Plan of Merger dated as of February 3, 2006 (the “Merger Agreement” and the mergers contemplated thereby, the “Mergers”), as a result of which H&E Delaware shall be the surviving entity of such mergers and shall succeed to and assume all of the rights and obligations of H&E and H&E Holdings. The Existing Borrowers have further informed Lenders and Agent that immediately following the consummation of the Mergers, H&E Delaware will consummate an initial public offering of its Stock (such transaction, the “Initial Public Offering”);

WHEREAS, Existing Borrowers have requested that Lenders and Agent (i) consent to the formation of H&E Delaware and the consummation of the Mergers to the extent the foregoing would otherwise contravene any of the provisions of the Original Credit Agreement, and (ii) amend the Original Credit Agreement in certain respects (collectively, the “Borrower Requests”);

WHEREAS, H&E Delaware is executing this Agreement to become a party as a “Borrower” to the Credit Agreement and the other Loan Documents and to induce the Lenders and the Agent to enter into this Agreement; and

WHEREAS, upon the terms and subject to the conditions hereinafter set forth, Lenders and Agent have agreed to so amend the Original Credit Agreement and to grant the Borrower Requests;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Existing Borrowers, the other Credit Parties, H&E Delaware, each Lender and Agent agree as follows:

SECTION 1.

LIMITED CONSENT; LIMITED RELEASE OF COLLATERAL

Effective as of the Effective Date, Agent and Lenders hereby consent to (i) the formation of H&E Delaware by Holdings and waive compliance and the effects of noncompliance with the provisions of Section 6.1 of the Original Credit Agreement to the extent those provisions would otherwise be violated as a consequence thereof and (ii) the consummation of the Mergers by Holdings, H&E and H&E Delaware in accordance with the terms of the Merger Agreement and waive compliance and the effects of noncompliance with the provisions of Sections 5.1, 6.1, 6.5 and 6.15 of the Original Credit Agreement to the extent those provisions would otherwise be violated as a consequence thereof or to the extent a Change of Control would otherwise result therefrom. In connection with the consummation of the Mergers, on the Effective Date, Agent and the Lenders hereby agree that H&E Holdings Pledge Agreement and the H&E Holdings Guaranty shall each be deemed terminated and of no further force and effect, and the Lenders hereby authorize and direct the Agent to, and the Agent shall, deliver to H&E Delaware or its counsel on or promptly following the Effective Date any and all of the certificates representing the outstanding Stock of H&E that were delivered by H&E Holdings to the Agent pursuant to the H&E Holdings Pledge Agreement and are then in the Agent’s possession.

SECTION 2.

AMENDMENTS TO ORIGINAL CREDIT AGREEMENT

Effective as of the Effective Date, the Original Credit Agreement is hereby amended as follows:

(a) the Original Credit Agreement is hereby amended by replacing the name “H&E” each instance it appears in Section 1.1 with the name “H&E Delaware”.

(b) the Original Credit Agreement is hereby amended by replacing Section 1.3(b)(iii) in its entirety with the following:

(iii) If any Credit Party issues Stock or any Indebtedness (other than Indebtedness permitted by Section 6.3) in excess of $1,000,000 in the aggregate of such Stock and such Indebtedness, no later than the Business Day following the date of receipt of the cash proceeds thereof, the issuing Credit Party shall prepay the Loans in an amount equal to

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