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WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT

Waiver Agreement

WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT | Document Parties: GLOBAL POWER EQUIPMENT GROUP INC |  BANK OF AMERICA, N.A You are currently viewing:
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GLOBAL POWER EQUIPMENT GROUP INC | BANK OF AMERICA, N.A

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Title: WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT
Governing Law: New York     Date: 3/15/2005
Industry: Misc. Capital Goods     Sector: Capital Goods

WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT, Parties: global power equipment group inc ,  bank of america  n.a
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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

 

 

 

 

 

 

 

 

 

 

 

 

 

Pricing Level


 

  

Consolidated

Leverage

Ratio


 

  

Eurocurrency

Rate Loans and

Letters of Credit


 

 

 

Base Rate

Loans and Swing
Line Loans


 

 

 

Commitment
Fees


 

 

I

  

Greater than or equal to 2.50 to 1.00

  

2.75

%

 

1.00

%

 

.50

%

 

 

 

 

 

II

  

Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00

  

2.50

%

 

.75

%

 

.50

%

 

 

 

 

 

III

  

Less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00

  

2.25

%

 

.50

%

 

.50

%

 

 

 

 

 

IV

  

Less than 1.50 to 1.00 but greater than or equal to 1.00 to 1.00

  

2.00

%

 

.25

%

 

.375

%

 

 

 

 

 

V

  

Less than 1.00 to 1.00

  

1.75

%

 

0

%

 

.35

%

 

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..

 

 

 

 

From the Closing Date through September 30, 2005

  

2.00 to 1.00

 

 

From October 1, 2005 through December 31, 2005

  

1.75 to 1.00

 

 

From January 1, 2006 and thereafter

  

1.50 to 1.00

 

(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.

 

 

 

 

From the Closing Date through December 31, 2005

 

3.50 to 1.00

From January 1, 2006 through June 30 2006

 

3.25 to 1.00

From July 1, 2006 through December 31, 2006

 

3.00 to 1.00

From January 1, 2007 and thereafter

 

2.75 to 1.00

 

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


 
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