Exhibit 10.30
WAIVER AND SECOND AMENDMENT TO
CREDIT AGREEMENT
This WAIVER AND SECOND AMENDMENT TO
CREDIT AGREEMENT (this “ Amendment ”), dated as
of March 14, 2005, is by and among GLOBAL POWER EQUIPMENT GROUP
INC., a Delaware corporation (the “ Company ”),
certain borrowing subsidiaries of the Company party hereto (each a
“ Designated Borrower ” and, together with the
Company, the “ Borrowers ”), each subsidiary of
the Company party to the Subsidiary Guaranty (as defined below),
each Lender (as defined below) party hereto, and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer
(the “ Administrative Agent ”). Capitalized
terms used herein and not otherwise defined shall have the meaning
assigned such term in the Credit Agreement (as defined
below).
RECITALS:
A. The Borrowers, the lenders from
time to time party thereto (the “ Lenders ”),
the Administrative Agent, US Bank National Association, as
Syndication Agent, and Bank of Oklahoma, N.A., as Managing Agent,
are parties to that certain Credit Agreement, dated as of October
1, 2004, (as amended by and together with this Amendment, the First
Amendment to Credit Agreement, dated as of November 23, 2004, and
as otherwise amended or modified to the date hereof the “
Credit Agreement ”; capitalized terms used herein but
not defined herein shall have the meaning given such terms in the
Credit Agreement).
B. The Subsidiary Guarantors and the
Administrative Agent are parties to that certain Subsidiary
Guaranty Agreement, dated as of October 1, 2004 (as amended to the
date hereof, the “ Subsidiary Guaranty ”), and
the Company and the Administrative Agent are parties to that
certain Company Guaranty Agreement, dated as of October 1, 2004 (as
amended to the date hereof, the “ Company Guaranty
”).
C. The Borrowers have requested that
the Lenders (a) waive compliance with the Consolidated Fixed Charge
Coverage Ratio pursuant to Section 7.17(c) of the Credit Agreement
for the period ending March 31, 2005, as hereinafter set forth (the
“ Limited Fixed Charge Coverage Waiver ”), (b)
modify the terms of the Maximum Consolidated Senior Leverage Ratio
and Maximum Consolidated Leverage Ratio in clauses (a) and (b),
respectively, of Section 7.17 of the Credit Agreement and (c) agree
to an increase in the Letter of Credit Sublimit to
$75,000,000.
D. The Lenders are, on the terms and
conditions stated below, willing to enter into this Amendment and
grant the Limited Fixed Charge Coverage Waiver.
E. The parties hereto have agreed to
amend the Credit Agreement as set forth below.
NOW, THEREFORE
, in consideration of the premises
and the mutual covenants hereinafter contained, the parties hereto
agree as follows:
SECTION 1.01
Limited Fixed Charge Coverage
Waiver . Effective as of
the Amendment Effective Date, the undersigned Lenders hereby waive
compliance with the Consolidated Fixed Charge Coverage Ratio
requirement set forth in Section 7.17(c) of the Credit Agreement
solely for the period ending March 31, 2005.
SECTION 1.02
Amendments to Credit
Agreement .
(a) Amendment to Section 1.01
. Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of “Applicable Rate” in its
entirety and replacing it with the following definition:
“ Applicable Rate
” means, from time to time, the following percentages per
annum, based upon the Consolidated Leverage Ratio as set forth in
the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 6.02(b)
:
APPLICABLE RATE
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Pricing Level
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Consolidated
Leverage
Ratio
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Eurocurrency
Rate Loans and
Letters of Credit
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Base Rate
Loans and Swing
Line Loans
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Commitment
Fees
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I
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Greater than or
equal to 2.50 to 1.00
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2.75
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%
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1.00
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%
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.50
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%
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II
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Greater than or
equal to 2.00 to 1.00 but less than 2.50 to 1.00
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2.50
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%
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.75
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%
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.50
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%
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III
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Less than 2.00
to 1.00 but greater than or equal to 1.50 to 1.00
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2.25
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%
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.50
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%
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.50
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%
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IV
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Less than 1.50
to 1.00 but greater than or equal to 1.00 to 1.00
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2.00
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%
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.25
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%
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.375
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%
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V
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Less than 1.00
to 1.00
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1.75
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%
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0
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%
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.35
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%
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provided , however , that if at any time the
Consolidated Leverage Ratio as set forth in the most recent
Compliance Certificate received by the Administrative Agent is
greater than 4.00 to 1.00, then the Applicable Rate shall mean the
percentage per annum set forth in Pricing Level I plus .50%
with respect to Eurocurrency Rate Loans, Letters of Credit, Base
Rate Loans and Swing Line Loans.
Any increase or decrease in the
Applicable Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the third Business Day
immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.02(b) ; provided ,
however , that if a Compliance Certificate is not
delivered when due in accordance
with such Section 6.02(b) , then Pricing Level I (or, if the
Consolidated Leverage Ratio set forth on the most recently
delivered Compliance Certificate was greater than 4.00 to 1.00,
Pricing Level I plus .50% with respect to Loans) will be
applicable until the date three Business Days after the appropriate
Compliance Certificate is delivered, whereupon the Applicable Rate
shall be adjusted based on the information contained in the
Compliance Certificate. The Applicable Rate in effect during the
period from the Closing Date until the initial quarterly Compliance
Certificate is delivered shall be determined based upon Pricing
Level V.
(b) Amendment to Section 1.01
. Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of “Letter of Credit Sublimit”
in its entirety and replacing it with the following
definition:
“ Letter of Credit
Sublimit ” means an amount equal to the lesser of (a)
$75,000,000 and (b) the Revolving Commitments. The Letter of Credit
Sublimit is part of, and not in addition to, the Revolving
Commitments.
(c) Amendment to Section
7.17(a) . Section 7.17(a) of the Credit Agreement is hereby
deleted in its entirety and the following new Section 7.17(a) is
inserted in replacement thereof
(a) Maximum Consolidated Senior
Leverage Ratio . Permit the Consolidated Senior Leverage Ratio
of the Company and its Consolidated Subsidiaries at any time during
(but measured on the last day of) any Four-Quarter Period ending
during the periods set forth below to be greater than the ratios
for such periods set forth below; provided , however
, that for the period from the Closing Date through December 31,
2005, the Consolidated Senior Leverage Ratio of the Company and its
Consolidated Subsidiaries may be up to 3.00 to 1.00 for no more
than two consecutive fiscal quarters during such
period..
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From the Closing Date through September 30,
2005
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2.00 to
1.00
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From October 1, 2005 through December 31,
2005
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1.75 to
1.00
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From January 1, 2006 and thereafter
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1.50 to
1.00
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(d) Amendment to Section
7.17(b) . Section 7.17(b) of the Credit Agreement is
hereby deleted in its entirety and the following new Section
7.17(b) is inserted in replacement thereof:
(b) Maximum Consolidated Leverage
Ratio . Permit the Consolidated Leverage Ratio of the Company
and its Consolidated Subsidiaries at any time
during (but measured on the last day
of) any Four-Quarter Period ending during the periods set forth
below to be greater than the ratios for such periods set forth
below; provided , however , that for the period from
the Closing Date through December 31, 2005, the Consolidated
Leverage Ratio of the Company and its Consolidated Subsidiaries may
be up to 5.75 to 1.00 for no more than two consecutive fiscal
quarters during such period.
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From the
Closing Date through December 31, 2005
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3.50 to
1.00
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From January 1,
2006 through June 30 2006
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3.25 to
1.00
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From July 1,
2006 through December 31, 2006
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3.00 to
1.00
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From January 1,
2007 and thereafter
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2.75 to
1.00
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SECTION 1.03
Representations and
Warranties . Each
Borrower hereby represents and warrants to each Lender and the
Administrative Agent, on the Amendment Effective Date (as
hereinafter defined), as follows:
(a) After giving effect to this
Amendment, the representations and warranties set forth in
Article V of the Credit Agreement and in each other Loan
Document, are true and correct in all material respects on and as
of the date hereof and on and as of the Amendment Effec