Exhibit 10.01
SIXTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “ Amendment ”)
effective as of April 30, 2009, by and among BLOUNT, INC., a
Delaware corporation (“ Blount, Inc. ”),
GEAR PRODUCTS, INC., an Oklahoma corporation (“ Gear
”), OMARK PROPERTIES, INC., an Oregon corporation (“
Omark ”), WINDSOR FORESTRY TOOLS LLC, a Tennessee
limited liability company (“ Windsor ”) (Gear,
Omark, Windsor and Blount, Inc. are sometimes collectively
referred to herein as “ Borrowers ” and
individually as “ Borrower ”); the other Credit
Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (in its individual capacity, “ GE
Capital ”), in its capacity as Agent for the Lenders (as
defined below) (“ Agent ”); and the other
Lenders party hereto.
W I T N E S S E T
H:
WHEREAS, Borrowers, the other Credit
Parties signatory thereto, the lenders party thereto from time to
time (the “ Lenders ”) and Agent are parties to
that certain Amended and Restated Credit Agreement dated as of
August 9, 2004, as amended pursuant to that certain First
Amendment dated as of December 1, 2004, as further amended
pursuant to that certain Second Amendment dated as of June 10,
2005, as further amended pursuant to that certain Third Amendment
dated as of March 23, 2006, as further amended pursuant to
that certain Fourth Amendment dated as of March 23, 2006, as
further amended pursuant to that certain Fifth Amendment dated as
of November 5, 2007 (as further amended, restated,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”); and
WHEREAS, Borrowers and the other
Credit Parties have requested that Lenders holding the Revolving
Loan Commitment amend certain terms under the Credit Agreement;
and
WHEREAS, Borrowers and Lenders have
agreed to the requested amendments on the terms and subject to the
conditions set forth herein;
NOW THEREFORE, in consideration of
the foregoing premises and other good and valuable consideration
paid by each party to the other, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree that all
capitalized terms not otherwise defined herein (including the
recitals and preamble hereof) shall have the meanings ascribed to
such terms in the Credit Agreement and further agree as
follows:
1.
Amendments to the Credit
Agreement .
(a)
Section 1.5 of the Credit
Agreement, Interest and Applicable Margins , is hereby
modified and amended by deleting subsection (a) in its
entirety and inserting the following in lieu thereof:
“(a)
US Borrowers shall pay interest to
Agent, for the ratable benefit of US Lenders, in accordance with
the various Loans being made by each Lender, in arrears on each
applicable Interest Payment Date, at the following rates:
(i) with respect to the Revolving Credit Advances, the US
Index Rate plus the Applicable Revolver US Index Margin per annum
or, at the election of Borrower Representative, the applicable
LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum,
based on the
aggregate Revolving Credit Advances
outstanding from time to time; (ii) with respect to the Swing
Line Loan, the US Index Rate plus the Applicable Revolver US Index
Margin per annum, based on the aggregate Swing Line Loans
outstanding from time to time; and (iii) with respect to the
Term Loan B, the US Index Rate plus the Applicable Term Loan B
Index Margin per annum or, at the election of Borrower
Representative, the applicable LIBOR Rate plus the Applicable Term
Loan B LIBOR Margin per annum, based on the aggregate Term Loan B
outstanding from time to time.
The Applicable Margins are as
follows:
|
Applicable Revolver US Index
Margin
|
|
3.25
|
%
|
|
Applicable Revolver LIBOR
Margin
|
|
5.00
|
%
|
|
Applicable Term Loan B Index
Margin
|
|
0.00
|
%
|
|
Applicable Term Loan B LIBOR
Margin
|
|
1.75
|
%
|
|
Applicable Unused Line Fee
Margin
|
|
1.00
|
%”
|
(b)
Annex A to the Credit Agreement, Definitions , is
hereby modified and amended to delete the definitions of
“Commitment Termination Date”, “LIBOR
Rate”, “Revolving Loan Commitment” and “US
Index Rate” in their entirety and inserting the following in
lieu thereof:
““ Commitment
Termination Date ” means the earliest of (a) with
respect to all Commitments and Loans and for purposes of clause
(e) of the definition of US Pro Rata Share, August 9,
2010, (b) the date of termination of Lenders’
obligations to make Advances and to incur Letter of Credit
Obligations or permit existing Loans to remain outstanding pursuant
to Section 8.2(b) , and (c) the date of
indefeasible prepayment in full by Borrowers of the Loans and the
cancellation and return (or stand-by guarantee) of all Letters of
Credit or the cash collateralization of all Letter of Credit
Obligations pursuant to Annex B , and the permanent
reduction of all Commitments to zero dollars ($0).
“ LIBOR Rate ”
means:
(a)
with respect to each Revolving Loan
bearing interest at the LIBOR Rate, for each LIBOR Period, a rate
of interest determined by Agent equal to the greater of
(i)(A) the offered rate for deposits of US Dollars for a
three-month LIBOR Period that appears on Reuters Screen LIBOR01
Page as of 11:00 A.M. (London, England time) two
(2) Business Days prior to the first day in each LIBOR Period;
divided by (B) a number equal to 1.0 minus the
aggregate (but without duplication) of the rates (expressed as a
decimal fraction) of reserve requirements in effect on
the
2
day that is 2 LIBOR Business Days
prior to the beginning of such LIBOR Period (including basic,
supplemental, marginal and emergency reserves under any regulations
of the Federal Reserve Board or other Governmental Authority having
jurisdiction with respect thereto, as now and from time to time in
effect) for Eurocurrency funding (currently referred to as
“Eurocurrency Liabilities” in Regulation D of the
Federal Reserve Board that are required to be maintained by a
member bank of the Federal Reserve System; and
(ii) 2.50%. With respect to any Revolving Loans, if no
such offered rate exists, such rate shall be the rate of interest
per annum, as determined by Agent and Borrower Representative
(rounded upwards, if necessary, to the nearest 1/100 of 1.00%) at
which deposits of US Dollars in immediately available funds are
offered at 11:00 A.M. (London, England time) two
(2) Business Days prior to the first day in the applicable
LIBOR Period by major financial institutions reasonably
satisfactory to Agent in the London interbank market for the
applicable LIBOR Period and for an amount equal or comparable to
the principal amount of the Revolving Loans to be borrowed,
converted or continued as a LIBOR Loan on such date of
determination.
(b)
with respect to Term Loans bearing
interest at the LIBOR Rate, for each LIBOR Period, a rate of
interest determined by Agent equal to: (i) the offered rate
for deposits in US Dollars for the applicable LIBOR Period that
appears on Telerate Page 3750 as of 11:00 a.m. (London
time), on the second full LIBOR Business Day next preceding the
first day of such LIBOR Period (unless such date is not a Business
Day, in which event the next succeeding Business Day will be used);
divided by (ii) a number equal to 1.0 minus the
aggregate (but without duplication) of the rates (expressed as a
decimal fraction) of reserve requirements in effect on the day that
is 2 LIBOR Business Days prior to the beginning of such LIBOR
Period (including basic, supplemental, marginal and emergency
reserves under any regulations of the Federal Reserve Board or
other Governmental Authority having jurisdiction with respect
thereto, as now and from time to time in effect) for Eurocurrency
funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Federal Reserve Board
that are required to be maintained by a member bank of the Federal
Reserve System. With respect to Term Loans, if such interest
rates shall cease to be available from Telerate News Service, the
LIBOR Rate shall be determined from such financial reporting
service or other information as shall be mutually acceptable to
Agent and Borrower Representative.
“ Revolving Loan
Commitment ” means (a) as to any Lender, the
aggregate commitment of such Lender to make Revolving Credit
Advances or incur Letter of Credit Obligations
