Exhibit 10.1





 


 


 


 


 


 


SEVENTH AMENDMENT
OF AMENDED AND RESTATED


REVOLVING CREDIT
AGREEMENT


 


THIS SEVENTH
AMENDMENT OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”)
is entered into effective November 6, 2009, between ALAMO GROUP INC., a
Delaware corporation (“Borrower”), each of the banks or other
lending institutions that is a signatory to this Amendment (collectively, “Lenders”),
and BANK OF AMERICA, N.A., a national banking association, as Administrative
Agent (in such capacity, together with its successors and permitted assigns, “Administrative
Agent”).


 


R E
C I T A L S


 


A.        Reference
is hereby made to that certain Amended and Restated Revolving Credit Agreement
dated as of August 25, 2004, by and among Borrower, Lenders, and Administrative
Agent (as renewed, extended, modified, and amended from time to time, the “Credit
Agreement”), providing for a revolving line of credit and a letter of
credit facility.


 


B.         Borrower
and each member of the Obligated Group will pledge to Administrative Agent, for
the benefit of Administrative Agent and Lenders, a first priority security
interest in certain assets of Borrower and each member of the Obligated Group
in order to secure the Obligation.


 


C.         Borrower,
Administrative Agent, and lenders desire to amend the Credit Agreement to (a)
add the security referenced in Recital B above, (b) change the pricing, (c)
change the Leverage Ratio, (d) add a new EBIT to Interest Expense covenant, and
(e) add Bush Hog, Inc., a Delaware corporation as a member of the Obligated
Group. 


 


D.        Capitalized
terms used herein shall, unless otherwise indicated, have the respective
meanings set forth in the Credit Agreement.


 


E.         Borrower,
Lenders, and Administrative Agent desire to modify certain provisions contained
in the Credit Agreement, subject to the terms and conditions set forth herein.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.         Amendments
to the Credit Agreement.  


 


(a)        Section
1 of the Credit Agreement is hereby amended to delete the definitions
of “Loan Documents,” “Obligated Group,” “Obligation,”
and “Operating Cash Flow” in their entirety and replace such
definitions with the following:


 


“Loan
Documents” means (a) this Loan Agreement, the Notes , the Letter of
Credit, the guaranties, the Collateral Documents, (b) all agreements,
certificates, documents or instruments in favor of Administrative Agent or
Lenders ever delivered pursuant to this Loan Agreement or otherwise delivered
in connection with all or any part of the Obligation, and (c) any and all
future renewals, extensions, restatements, reaffirmations, or amendments of, or
supplements to, all or any part of the foregoing.


 



Seventh Amendment


 










 






 


 


                                                                                                                                                            


 


“Obligated
Group” means the Company and its Consolidated Subsidiaries, Alamo Group
(IA) Inc., a Nevada corporation; Alamo Group (SMC) Inc., a Nevada corporation; Alamo
Group (TX), Inc., f/k/a Alamo Industrial, Inc., a Texas corporation, successor
in interest by conversion to Alamo Group (TX) L.P.; Alamo Group (USA) Inc., a
Delaware corporation; Alamo Sales Corp., a Delaware corporation; Alamo Group
(IL) Inc., a Delaware corporation, f/k/a M&W Gear Company; Schulte (USA)
Inc., a Florida corporation; Schwarze Industries, Inc., an Alabama corporation;
Tiger Corporation, a Nevada corporation; Alamo Group Services Inc., a Delaware
corporation; Gradall Industries, Inc., formerly known as Alamo Group (OH) Inc.,
a Delaware corporation; NP Real Estate Inc., an Ohio corporation; Henke
Manufacturing Corporation, a Kansas corporation; Nite-Hawk Sweepers, LLC, a
Washington limited liability company; Bush Hog, and any such other Person that
the Company requests be included in the Obligated Group on the prior written
approval of the Required Lenders, which approval shall not be unreasonably
withheld.


 


“Obligation”
means all present and future indebtedness, obligations, and liabilities of the
Company to Lenders or any of them, and all renewals and extensions thereof, or
any part thereof, arising pursuant to this Loan Agreement or represented by the
Notes, and all interest accruing thereon, all present and future indebtedness,
liabilities, and obligations (and all renewals and extensions thereof or any
part thereof) now or hereafter owed to any Lender or any Affiliate of a Lender
arising from, by virtue of, or pursuant to any Financial Hedge entered into by
any member of the Obligated Group, and reasonable attorneys' fees incurred in
the enforcement or collection thereof, regardless of whether such indebtedness,
obligations and liabilities are direct, indirect, fixed, contingent, joint,
several or joint and several; together with all indebtedness, obligations and
liabilities of the Company evidenced or arising pursuant to any of the other
Loan Documents, and all renewals and extensions thereof, or part thereof.


 


“Operating
Cash Flow” means, for the Company and its Consolidated Subsidiaries,
for any period, the sum of Net Income, less income or plus
loss from discontinued operations and extraordinary items, less gains or
plus losses from the sale of assets, plus income tax expense, plus
interest expense, plus depreciation, depletion, amortization and other
non-cash charges, plus Target Operating Cash Flow, and plus the
Rivard Operating Cash Flow with respect to such period, each as determined in
accordance with GAAP and each for the twelve (12) month period ended as of the
date of determination; provided, however, that, solely for the fiscal quarter
ending December 31, 2009, the Operating Cash Flow of Bush Hog shall be excluded
from the calculation of Operating Cash Flow for the Company and its
Consolidated Subsidiaries, so long as, the Operating Cash Flow of Bush Hog for
such fiscal quarter is not negative by more than $2,000,000.


 


(b)        Section
1 of the Credit Agreement is hereby amended to add the following new
definitions in the correct alphabetical order:


 


“Bush
Hog” means Bush Hog, Inc., a Delaware corporation, formerly known as
Alamo Acquisition, Inc., a Delaware corporation.


 


“Bush
Hog Acquisition” means the acquisition by Bush Hog of certain assets
from Bush Hog, LLC, a Delaware limited liability company as more fully described in that certain Asset
Purchase Agreement dated September 4, 2009, by and among Borrower, Bush Hog,
LLC, CC Industries, Inc., a Delaware corporation, and Bush Hog.


 


“Collateral”
means all assets pledged by Borrower or any other Person under the Collateral
Documents.

 

 




	
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Seventh Amendment


 










 






 


 


                                                                                                                                                            


 


 


“Collateral
Documents” means all documents executed by Borrower, any member of the
Obligated Group, or any other Person in favor of Administrative Agent for the
benefit of the Lenders (whether directly or by assignment from a prior agent),
to secure payment and performance of the Obligation or any part thereof.


 


“EBIT”
means, for the Company, for any period, the sum of Net Income, less income or
plus loss from discontinued operations, extraordinary items, and each of the
non-recurring items related to the Bush Hog Acquisition for the fiscal quarters
ended December 31, 2009 and March 31, 2010, each as listed on Schedule A
attached to the Compliance Certificate for each such period, less gains or plus
losses from the sale of assets, plus income tax expense, plus interest expense,
each as determined in accordance with GAAP and each for the twelve (12) month
period ended as of the date of determination.


 


(c)        Section
2.05(d) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:


 


(d)        Applicable
Margin. As used in this Agreement and the other Loan Documents, “Applicable
Margin” means, as to the Loans, a rate per annum determined
for each fiscal quarter during the Company's Fiscal Year, beginning with the
quarter ending September 30, 2009, by reference to the Leverage Ratio as of the
end of the fiscal quarter (herein called the “date of determination”),
as set forth in the most recent Compliance Certificate received by
Administrative Agent pursuant to Section 8.01(d) and the type of Advance
or Facility Fee, as applicable, as follows:


 


(i)         if,
on any date of determination, the following is met:  the Leverage Ratio
is equal to or less than 2.50 to 1.0, then the Applicable Margin
during the fiscal quarter following the date of determination, expressed as a
rate per annum, shall be 1.00% for Prime Rate Advances, 3.00% for Eurodollar
Advances, and 0.125% for the Facility Fee; and if not, then


 


(ii)        if,
on any date of determination, the following is met: the Leverage Ratio
is greater than 2.50 to 1.0 and less than or equal to 3.00 to 1.0, then
the Applicable Margin during the fiscal quarter following the date of
determination, expressed as a rate per annum, shall be 1.125% for Prime Rate
Advances, 3.125% for Eurodollar Advances, and 0.125% for the Facility
Fee; and if not, then. 


 


(iii)       if,
on any date of determination, the following is met: the Leverage Ratio
is greater than 3.00 to 1.0 and less than or equal to 3.50 to 1.0, then
the Applicable Margin during the fiscal quarter following the date of
determination, expressed as a rate per annum, shall be 1.375% for Prime Rate
Advances, 3.375% for Eurodollar Advances, and 0.25% for the Facility
Fee; and if not, then

 

 




	
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Seventh Amendment


 










 






 


 


                                                                                                                                                            


 


 


(iv)       if,
on any date of determination, the following is met: the Leverage Ratio
is greater than 3.50 to 1.0 and less than or equal to 4.00 to 1.0, then
the Applicable Margin during the fiscal quarter following the date of
determination, expressed as a rate per annum, shall be 1.625% for Prime Rate
Advances, 3.625% for Eurodollar Advances, and 0.375% for the Facility
Fee; and if not, then


 


(v)        if,
on any date of determination, the following is met: the Leverage Ratio
is greater than 4.00 to 1.0, then, the Applicable Margin during
the fiscal quarter following the date of determination, expressed as a rate per
annum, shall be 2.125% for Prime Rate Advances, 4.125% for Eurodollar
Advances, and 0.50% for the Facility Fee.


 


For
Eurodollar Advances, the Applicable Margin for a Loan Year applies both to
(i) Advances made during the current Loan Year and (ii) Advances
outstanding during the current Loan Year that were made during a prior Loan
Year.


 


If
the interest rate changes hereunder because of a change in the Applicable
Margin, interest shall accrue at the changed rate beginning the first day of
the month  after the earlier of the date on which the Company provides, or by
which it was required to provide, pursuant to Section 8.01(d) of this
Agreement, the financial information necessary to determine the Applicable
Margin.  The Applicable Margin in effect from September 30, 2009 through the
delivery of the Compliance Certificate for the period ending September 30, 2009
shall be determined based upon Pricing Level ____ as set forth in clause (v)
above.


 


(d)        Article
4 of the Credit Agreement is hereby amended to add the following new Section
4.13 at the end thereof:


 


4.13     Security. 
The Obligation shall be secured by the Liens granted by each member of the
Obligated Group pursuant to the Collateral Documents, until such Liens are
released pursuant to the terms thereof, and any other Liens granted to
Administrative Agent for the ratable benefit of Lenders pursuant to the terms
of this Agreement or any other Loan Document.


 


(f)         Section
8.01(e) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:

 

 


 




	
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Seventh Amendment


 










 






 


 


                                                                                                                                                            


 


(e)        Additional
Reports.  The Company shall (i) as soon as available and in any event
within forty-five (45) days after the end of each fiscal quarter of the
Company, copies of (A) a summary of accounts receivable, including an aging report with
respect to such accounts; provided, however, that that, upon written request of
Administrative Agent, the Company shall promptly provide to Administrative
Agent, in addition to the summary required under this clause (a), a detailed
report of all accounts receivable, (B) a summary of all inventory by location,
and (C) a summary of all machinery and equipment by location, (ii) cause its
legal counsel to deliver to Administrative Agent, within one hundred twenty
(120) days after the end of each calendar year, a letter summarizing the status
of all material pending litigation involving or affecting the Company or its
Consolidated Subsidiaries or any of their assets.  The Company shall have
satisfied the requirement set forth in clause (ii) above if it furnishes to
Administrative Agent a letter comparable to and consistent with that furnished
by the Company's counsel to the Company's outside auditors in response to an
audit inquiry covering the same calendar year.  


 


(e)        Section
8.14 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:


 


8.14     Minimum
EBIT to Interest Expense Ratio.  The Company shall maintain, as of the
last day of each fiscal quarter during the term hereof, a ratio of (a) EBIT for
the Company and its Consolidated Subsidiaries, divided by (b) Interest Expense,
each for the twelve (12) month period ended as of the date of determination, of
not less than 2.00 to 1.00.


 


(f)         Section
8.16 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:


 


8.16.    Leverage
Ratio.  The Company, as of any date during the term hereof, shall
maintain a ratio of Consolidated Funded Debt to Operating Cash Flow not
exceeding the ratio set forth below for the applicable period set forth below:


 



		


Fiscal quarter ended September 30, 2009:
	3.75 to 1.00
	

 


				 
	


Fiscal quarter ended December 31, 2009:
	4.25 to 1.00
	

 


				 
	


Fiscal quarter ended March 31, 2010:
	4.25 to 1.00
	

 


				 
	


Fiscal quarter ended June 30, 2010: 
	4.00 to 1.00
	

 


				 
	


Fiscal quarter ended September 30, 2010: 
	3.75 to 1.00
	

 


				 
	


Fiscal quarter ended December 31, 2010: 
	3.50 to 1.00
	

 


				 
	


Fiscal
quarters ended March 31, 2011


				 
	


through December 31, 2011:
	3.25 to 1.00
	

 


				 
	


Fiscal
quarter ended March 31, 2012


				 
	


And each fiscal quarter thereafter: 
	3.00 to 1.00





 


(g)        Section
11.09 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:


 


11.09   Guaranty
and Collateral Matters.  The Lenders irrevocably authorize
Administrative Agent, at its option and in its discretion to:


 


(a)        release
any Guarantor from its obligations under the Guaranty if such Person ceases to
be a Subsidiary as a result of a transaction permitted hereunder and

 

 


 




	
  5

  










Seventh Amendment


 










 






 


 


                                                                                                                                                            


 


(b)        transfer
or release any Lien on, or after foreclosure or other acquisition of title by
Administrative Agent on behalf of Lenders to transfer or sell, any Collateral
(i) upon the termination of the Commitments and payment and satisfaction in full
of all of the Obligation (other than contingent indemnification obligations)
and the expiration or termination of all Letters of Credit; or (ii) after
foreclosure or other acquisition of title if approved by the Required Lenders


 


Upon
request by Administrative Agent at any time, the Required Lenders will confirm
in writing Administrative Agent’s authority to release any Guarantor from its
obligations under the Guaranty pursuant to this Section 11.09.


 


(h)        Exhibit
J (and attached Schedule A thereto) are hereby
deleted in their entirety and replaced with Exhibit J (and
attached Schedule A) attached hereto.


 


(i)         Exhibit
R to the Credit Agreement is hereby deleted in its entirety and
replaced with Exhibit R attached hereto.


 


2.         Amendment
of Credit Agreement and Other Loan Documents.


 


(a)        All
references in the Loan Documents to the Credit Agreement shall include
references to the Credit Agreement as modified and amended by this Amendment,
and as may, from time to time, be further modified, amended, restated, extended,
renewed, and/or increased.


 


(b)        All
references in the Loan Documents to any Original Note shall include references
to the Amended and Restated Notes as modified and amended by this Amendment,
and as may, from time to time, be further modified, amended, restated,
extended, renewed, and/or increased.


 


(c)        Any
and all of the terms and provisions of the Loan Documents are hereby amended
and modified wherever necessary, even though not specifically addressed herein,
so as to conform to the amendments and modifications set forth herein.


 


3.         Ratifications.
Borrower (a) ratifies and confirms all provisions of the Loan Documents as
amended by this Amendment, (b) ratifies and confirms that all guaranties,
assurances, and Liens granted, conveyed, or assigned to Administrative Agent
for the benefit of Lenders under the Loan Documents are not released, reduced,
or otherwise adversely affected by this Amendment and continue to guarantee,
assure, and secure full payment and performance of the present and future Obligation
(except (i) to the extent specifically limited by the terms of such Guaranties,
assurances or Liens, or (ii) as otherwise permitted in this Amendment), and
(c) agrees to perform such acts and duly authorize, execute, acknowledge,
deliver, file, and record such additional documents, and certificates as
Administrative Agent and Lenders may reasonably request in order to create,
perfect, preserve, and protect those guaranties, assurances, and Liens.


 




	
  6

  









Seventh Amendment


 










 






 


 


                                                                                                                                                            


 


5.         Representations. 
Borrower represents and warrants to Administrative Agent and Lenders that as of
the date of this Amendment: (a) each of the items and documents listed on Exhibit
A (the “Amendment Documents”) have been duly authorized,
executed, and delivered by Borrower and each Guarantor, as applicable;
(b) no action of, or filing with (other than filing of financing
statements in connection with the Collateral), any Governmental Authority is
required to authorize, or is otherwise required in connection with, the
execution, delivery, and performance of the Amendment Documents by Borrower and
each Guarantor; (c) the Loan Documents, as amended by the Amendment
Documents, are valid and binding upon Borrower and each Guarantor and are
enforceable against Borrower and each Guarantor in accordance with their
respective terms, except as limited by debtor relief laws and general
principles of equity; (d) the execution, delivery, and performance by
Borrower and each Guarantor of the Amendment Documents does not require the
consent of any other Person and do not and will not constitute a violation of
any governmental requirement, order of any Governmental Authority, or material
agreements to which Borrower or any Guarantor is a party or by which Borrower
or any Guarantor is bound; (e) all representations and warranties in the
Credit Agreement are true and correct in all material respects on and as of the
date of this Amendment, except to the extent that (i) any of them speak to a
different specific date, or (ii) the facts on which any of them were based have
been changed by transactions contemplated or permitted by the Credit Agreement;
and (f) after giving effect to the Amendment Documents, no Potential Default or
Event of Default exists.


 


6.         Conditions. 
This Amendment shall not be effective unless and until: 


 


(a)        the
Administrative Agent shall have received each of the Amendment Documents, each
acceptable to Administrative Agent in its sole discretion;


 


(b)        the
representations and warranties in this Amendment are true and correct in all
material respects on and as of the date of this Amendment, except to the extent
that (i) any of them speak to a different specific date, or (ii) the facts on
which any of them were based have been changed by transactions contemplated or
permitted by the Credit Agreement; 


 


(c)        Borrower
shall have paid to Administrative Agent (i) for the account of each Lender, an
amendment fee in an amount equal to fifty basis points (0.50%) times the
Commitment of such Lender and (ii) all other fees and expenses required to be
paid by Borrower under the Loan Documents; and


 


(c)        after
giving effect to this Amendment, no Potential Default or Event of Default
exist.


 


7.         Continued
Effect.  Except to the extent amended hereby or by any documents executed
in connection herewith, all terms, provisions, and conditions of the Credit
Agreement and the other Loan Documents, and all documents executed in
connection therewith, shall continue in full force and effect and shall remain
enforceable and binding in accordance with their respective terms.


 


9.         Miscellaneous. 
Unless stated otherwise (a) the singular number includes the plural and vice
versa and words of any gender include each other gender, in each case, as
appropriate, (b) headings and captions may not be construed in interpreting
provisions, (c) this Amendment shall be construed -- and its performance
enforced -- under Texas law, (d) if any part of this Amendment is for any
reason found to be unenforceable, all other portions of it nevertheless remain
enforceable, and (e) this Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document, and all of those counterparts must be construed together to
constitute the same document.


 


10.       Parties.
 This Amendment binds and inures to Borrower, Administrative Agent, and
each Lender and their respective successors and permitted assigns.


 


11.       ENTIRETIES.  THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED BY THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
ABOUT THE SUBJECT MATTER OF THE CREDIT AGREEMENT AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.


 


[Remainder of
Page Intentionally Left Blank;


Signature Pages
to Follow.]

 

 

 




	
  7

  










Seventh Amendment


 










 











 


 


                                                                                                                    


 


 


 


EXECUTED as of
the day and year first mentioned.


 


 



		

ALAMO GROUP INC.,


			
	

a Delaware corporation


			
	

 


			
	

 


			
	

By:                                                                               


			
	

           Robert H.
George


			
	

           Vice President


			





 


 

 

 

 

 

 

 


 


 


Signature Page to Seventh Amendment 

 










 











 


 


                                                                                                                                                             


 


 


 



		

BANK OF AMERICA, N.A.,


			
	

as
Administrative Agent


			
	

 


			
	

 


			
	

By:                                                                               


			
	

           Tiffany Shin, Assistant
Vice President


			





 

 

 

 

 

 

 


 

 

 


Signature Page to Seventh Amendment 


 










 











 


 


 


 



		

BANK OF AMERICA, N.A.,


			
	

as a Lender


			
	

 


			
	

 


			
	

By:                                                                               


			
	

            Susan Jarboe,
Vice President


			





            


 

 

 

 

 

 


Signature Page to Seventh Amendment 

 










 











 


 


 


 


 



		

Wells Fargo
Bank, N.A., as a Lender


			
	

 


			
	

By:                                                                               


			
	

            Morris G. Camp, Jr., Senior Vice President


			





            


 


 


Signature Page to Seventh Amendment 


 










 











 


 


 


 



		

GUARANTY
BANK, as a Lender


			
	

 


			
	

 


			
	

By:                                                                               


			
	

            Name:                                                              


			
	

            Title:                                                                 


			





            


 

 

 


Signature Page to Seventh Amendment 

 

 










 











 


 


 


 


 



		

Coöperatieve
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as a Lender


			
	

 


			
	

 


			
	

By:                                                                               


			
	

            Name:                                                              


			
	

            Title:                                                                 


			
	 
	 
	 
	

By:                                                                               


			
	

            Name:                                                              


			
	

            Title:                                                                 
S


			




 

 

 

 

 

 

 


Signature Page to Seventh Amendment 

 

 










 











 


 


 


 


 


 


To induce the
Administrative Agent and Lenders to enter into this Amendment, each of the
undersigned (a) consent and agree to this Amendment's execution and delivery,
(b) ratify and confirm that all guaranties, assurances, and Liens (if any)
granted, conveyed, or assigned to Administrative Agent on behalf of Lenders
under the Loan Documents are not released, diminished, impaired, reduced, or
otherwise adversely affected by this Amendment and continue to guarantee,
assure, and secure the full payment and performance of all present and future
Obligation (except to the extent specifically limited by the terms of such
guaranties, assurances, or Liens), (c) agree to perform such acts and duly
authorize, execute, acknowledge, deliver, file, and record such additional
guaranties, assignments, security agreements, deeds of trust, mortgages, and
other agreements, documents, instruments, and certificates as Administrative
Agent may reasonably deem necessary or appropriate in order to create, perfect,
preserve, and protect those guaranties, assurances, and Liens (if any), and (d)
waive notice of acceptance of this consent and agreement, which consent and
agreement binds the undersigned and their successors and permitted assigns and
inures to Administrative Agent, Lenders, and their respective successors and
permitted assigns.

 

 

 

 


 

 

 

	
		
		ALAMO GROUP (TX), INC.,
	ALAMO GROUP (USA) INC.,
	
		f/k/a Alamo Industrial, Inc., a Texas corporation

			a Delaware corporation
	
		 

			 
	
		 

			 
	
		By:
		                                                           
		
	
		By:
		                                                     
		

	
		Robert H. George

			      Robert H.
George
	
		Vice President –
Administration
	      Vice President
– Administration
	
		 

			 
	
		
		ALAMO GROUP (IA) INC.,
	
		
		ALAMO SALES CORP.,

	
		a Nevada corporation

			a Delaware corporation
	
		 

			 
	
		By:
		                                                     
		
	
		By:
		                                                     
		

	
		Robert H.
George
	      Robert H.
George
	
		Vice President
– Administration
	      Vice President
– Administration
	
		 

			 
	
		 

			 
	
		
		ALAMO GROUP (SMC) INC.,
	ALAMO GROUP (IL) INC., f/k/a M&W Gear Company, a Delaware corporation
	
		a Nevada corporation

			 
	
		 

			 
	
		By:
		                                                     
		
	
		By:
		                                                     
		

	
		Robert H.
George
	      Robert H.
George
	
		Vice President
– Administration
	      Vice President
– Administration
	
		
		 
	 
	
		
		BUSH HOG, INC.,
	
		
		SCHWARZE INDUSTRIES, INC.,

	
		a Delaware corporation

			an Alabama corporation
	
		 

			 
	
		By:
		                                                     
		
	
		By:
		                                                     
		

	
		Name:                                           
		
	      Robert H.
George
	
		      Title:                                              
		
	      Vice President
– Administration
	
		
		 
	 



 


 

 

 

 

 


Signature Page to Seventh Amendment 



 


	


 



 
 	ALAMO GROUP SERVICES, INC.,	
		
		SCHULTE (USA) INC.,

	a Delaware corporation	
		a Florida corporation

		
	 	
		 

		
	
		By:
		                                                     
		
	
		By:
		                                                     
		

	
		Robert H.
George
	
		Robert H.
George

	
		Vice President
– Administration
	
		Vice President
– Administration

	 	
		 

		
	 	
		
		 

	NITE-HAWK
SWEEPERS, LLC, a Washington limited liability company	
		
		TIGER CORPORATION,

	 	
		a Nevada corporation

		
	 	
		 

		
	By:                                                      
			
		By:
		                                                     
		

	      Name:                                           
			
		Robert H.
George

	      Title:                                              
			
		Vice President ‐
Administration

	 	
		 

		
	 	
		 

		
	 	
		
		GRADALL
INDUSTRIES, INC., formerly known as Alamo Group (OH) Inc., a Delaware corporation

		
	 	
		 

		
	 	
		By:
		                                                     
		

	 	
		Name:                                           
		

	 	
		      Title:                                              
		

	 	
		 

		
	 	
		
		 

	 	
		
		NP REAL ESTATE Inc.,
an Ohio corporation

	 	
		 

		
	 	
		By:
		                                                     
		

	 	
		Name:                                           
		

	 	
		      Title:                                              
		

	 	
		 

		
	 	
		 

		
	 	
		
		HENKE MANUFACTURING CORPORATION, a Kansas
corporation, successor in interest by merger to Alamo Group (KS), Inc.

	 	
		 

		
	 	
		By:
		                                                     
		

	 	
		Name:                                           
		

	 	
		      Title:                                              
		

	 	
		 

		



Signature Page to Seventh Amendment 



	


 











 


 


 


 


 


EXHIBIT A


 


AMENDMENT
DOCUMENTS


 


1.         Amendment; 


 


2.         Pledge and Security
Agreement (each a “Security Agreement”) executed by each member
of the Obligated Group, granting to Administrative Agent, for the benefit of
Administrative Agent and each Lender a first priority security interest in all
accounts, inventory, and equipment of each member of the Obligated Group;


 


3.         Uniform Commercial
Code, tax, and judgment lien searches in the jurisdiction of formation of each
member of the Obligated Group, satisfactory in form and content to
Administrative Agent;


 


4.         Officer’s Certificate
for each member of the Obligated Group certifying as to (a) the constituent
documents of such Obligated Group member, (b) the incumbency of the officer’s
of such Obligated Group member authorized to execute Loan Documents on behalf
of such Obligated Group member, (c) resolutions of the Board of Directors (or
equivalent governing body) of such Obligated Group member authorizing the Loan
Documents executed by such Obligated Group member; and (d) a Certificate of
Existence and Good Standing for such Obligated Group member, issued by the
Secretary of State of the State of formation of such Obligated Group member,
and each other jurisdiction in which such Obligated Group member is required to
be qualified to do business, each as of a date that is not more than thirty
(30) days prior to the date of this Amendment;


 


5.         Uniform Commercial
Code Financing Statements listing each member of the Obligated Group as debtor,
and Administrative Agent as secured party, listing the Collateral, and filed in
the applicable filing jurisdiction for each member of the Obligated Group;


 


6.         Evidence of insurance
acceptable to Administrative Agent with respect to the Collateral, listing
Administrative Agent as additional loss payee;


 


7.         Guaranty Agreement
executed by Bush Hog; and


 


8.         Such other items and
documents as Administrative Agent and Lenders shall reasonably request.

 

 

2 


 



EXHIBIT A










 











 


 


 


 


 


EXHIBIT J


 


COMPLIANCE CERTIFICATE


 


Date:                                                                       


 


Bank
of America, N.A.


300
  Convent Street


Post
Office Box 300


San
  Antonio, Texas  78291


 


Attn:
Susan Jarboe, Vice President


 


This Certificate is delivered to you pursuant to that
certain Amended and Restated Revolving Credit Agreement (the “Loan
Agreement”), dated August 25, 2004, by and between Bank of America, as
Administrative Agent for the Lenders, the Lenders and Alamo Group Inc. (the “Company”)
and the subsidiaries of the Company named therein as members of the “Obligated
Group.”  All capitalized terms not otherwise defined shall have the meaning
assigned to them in the Loan Agreement.


 


As of the date of this Certificate, the Company
certifies to Lenders the following:


 


I.      COMPLIANCE:


 


A.    The representations and warranties stated in Article
6 of the Loan Agreement continue to be true, except:


 


[List any exceptions]


 


B.    The Company has performed and fulfilled all of
its obligations stated in Article 8 of the Loan Agreement, except:


 


[List any exceptions]


 


C.    The Company and each other member of the
Obligated Group has kept, observed, performed and fulfilled each and every
covenant and condition stated in Article 9 of the Loan Agreement,
except:


 


[List any exceptions]


 


D.    There are no Events of Default or Potential
Default in existence as such term is defined in Article 10 of the
Loan Agreement, except:


 


[List any exceptions]


 


E.     Neither the Company nor any Obligated Group
member is involved in any material litigation, except:


 


[List any exceptions]


 


F.     The accompanying balance sheet and operating
statement and supporting financial data have been prepared in accordance with
GAAP and are true and correct, subject to normal year end audit and
adjustments.


 


G.    The Company's computations of the following
financial covenants of the Company contained in the Loan Agreement and as
calculated on the attached Schedule A are as follows, and are correct:

 

 


 1



EXHIBIT J










 











 


 


 


 


 


(a)           Minimum EBIT to Interest Expense
Ratio


(Section 8.14 - minimum of 2.00
to 1.00):                                                              
to                        


 


(b)           Maximum Leverage Ratio


(Section 8.16 - maximum as
follows for each


Period listed below:


 



		

Fiscal quarter ended September 30, 2009:         


				 3.75 to 1.00
	

 


				 
	

Fiscal quarter ended December 31, 2009:          


				4.25 to 1.00
	

 


				 
	

Fiscal quarter ended March 31, 2010:  


				 4.25 to 1.00
	

 


				 
	

Fiscal quarter ended June 30, 2010:    


				4.00 to 1.00
	

 


				 
	

Fiscal quarter ended September 30, 2010: 


				 3.75 to 1.00
	

 


				 
	

Fiscal quarter ended December 31, 2010:    


				3.50 to 1.00
	

 


				 
	

Fiscal quarters ended March 31, 2011


				 
	

through December 31, 2011:   


				3.25 to 1.00
	

 


				 
	

Fiscal quarter ended March 31, 2012


				 
	

And each fiscal quarter thereafter:        


				3.00 to 1.00





 


Actual:                                                                                                      
to                        


 


(c)           Minimum Asset Coverage Ratio


(Section 8.18 - minimum of 1.50
to 1.00):                                                              
to                        


 


                (d)           Maximum
Capital Stock Repurchases


                                (Section
9.04 – maximum of $20,000,000


                                aggregate
during the term of the Loan Agreement )                      $                                              


 


                (e)           Maximum
Capital Expenditures


                                (Section
9.12 – maximum of $17,500,000


                                aggregate
during any fiscal year )                                                     $                                                              


 


 


 


 


Very
truly yours,


 


ALAMO
GROUP INC.


 


 


By:                                                                                                                          


 


Printed
Name:                                                                                       


 


Title:                                                                                                       


 


 


1

 


EXHIBIT J










 











 


 


 


SCHEDULE A TO COMPLIANCE CERTIFICATE


 


(for the period ending ___________________________)


 

 



	
   

  Covenant

  	
   

  At End of Subject Period

  
	
   

   

  1.       EBIT to Interest Expense Ratio (Section 8.14)

  	
   

   

  	
   

   

  
	
   

  (a)     Net Income

  	
   

  $                            

  	
   

   

  
	
   

  (b)     less income or plus loss from discontinued
  operations and extraordinary items

  	
   

  $                            

  	
   

   

  
	
   

  (c)     less gains or plus losses from the sale of
  assets

  	
   

  $                            

  	
   

   

  
	
   

  (d)     plus income tax expense

  	
   

  $                            

  	
   

  
	
   

  (e)     plus interest expense

  	
   

  $                            

  	
   

  
	
   

  (f)      EBIT – Line 1(a), plus or minus Line
  1(b), plus or minus Line 1(c), plus Line 1(d), plus Line
  1(e)

  	
   

   

  	
   

  $                            

  
	
   

  (g)     Interest Expense

  	
   

   

  	
   

  $                            

  
	
   

  (h)     EBIT to Interest Expense Ratio - ratio of
  Line 1(f) to Line 1(h)

  	
   

   

  	
   

  ______ to _____

  
	
   

  (i)      Minimum Ratio

  	
   

   

  	
   

  2.00 to 1.00

  
	
   

   

  3.       Leverage Ratio (Section 8.16)

  	
   

   

  	
   

   

  
	
   

  (a)     Indebtedness for Borrowed Money

  	
   

  $                            

  	
   

   

  
	
   

  (b)     Capital leases

  	
   

  $                            

  	
   

   

  
	
   

  (c)     Guaranties of Indebtedness for Borrowed
  Money and capital leases

  	
   

  $                            

  	
   

   

  
	
   

  (d)     Consolidated Funded Debt – Line 3(a), plus
  Line 3(b), plus Line 3(c)

  	
   

   

  	
   

  $                            

  
	
   

  (e)     Operating Cash Flow (from Schedule B)

  	
   

   

  	
   

  $                            

  
	
   

  (f)      Leverage Ratio - ratio of Line 3(d) to
  Line 3(e)

  	
   

   

  	
   

  ______ to _____

  
	
   

  (g)     Maximum Ratio

  	
   

   

  	
   

  As set forth for the applicable period in Section
  8.16

  
	
   

  4.       Asset Coverage Ratio (Section 8.18)

  	
   

   

  	
   

   

  
	
   

  (a)     Cash Equivalent Investments

  	
   

  $                            

  	
   

   

  





 

 

 

 

 

 

 

 


2


 



EXHIBIT J










 






 


 


	
   

  (b)     Accounts Receivable

  	
   

  $                            

  	
   

   

  
	
   

  (c)     Inventory

  	
   

  $                            

  	
   

   

  
	
   

  (d)     Net PP&E

  	
   

  $                            

  	
   

   

  
	
   

   (e)      Line 4(a), plus Line 4(b), plus
  Line                      4(c), plus Line 4(d)

   

  	
   

  	
   

  $                            

  
	
   

  (f)      Indebtedness for Borrowed Money

  	
   

  $                            

  	
   

   

  
	
   

  (g)     Capital leases

  	
   

  $                            

  	
   

   

  
	
   

  (h)     Guaranties of Indebtedness for Borrowed
  Money and capital leases

  	
   

  $                            

  	
   

   

  
	
   

  (i)      Consolidated Funded Debt – Line 4(f), plus
  Line 4(g), plus Line 4(h)

  	
   

   

  	
   

  $                            

  
	
   

  (j)      Asset Coverage Ratio - ratio of Line 4(e)
  to Line 4(i)

  	
   

   

  	
   

  ______ to _____

  
	
   

  (k)     Minimum Ratio

  	
   

   

  	
   

  (a) 1.50 to 1.0

  
	
   

  5.       Maximum Capital Expenditures (Section 9.12)

  	
   

   

  	
   

   

  
	
   

  (a)     Actual

  	
   

   

  	
   

  $                            
  

  
	
   

  (b)     Maximum Amount 

  	
   

   

  	
   

  $17,500,000

  
	
   

  6.       Maximum Capital Stock Repurchases (Section 9.04)

  	
   

   

  	
   

   

  
	
   

  (a)     Actual

  	
   

   

  	
   

  $                            
  

  
	
   

  (b)     Maximum Amount 

  	
   

   

  	
   

  $20,000,000

  



 


 


 

 


3


 



EXHIBIT J










 











 


 


 


 


 


EXHIBIT R


 


Revolving Credit Commitments


 


 




	
  Lender

  	
  Commitment

  
	
  Bank of America, N.A.

  	
  $40,000,000

  
	
  Wells Fargo Bank, N.A.

  	
  $40,000,000

  
	
  Guaranty Bank

  	
  $25,000,000

  
	
  Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
  "Rabobank Nederland", New York Branch

  	
  $20,000,000

  
	
  Total

  	
  $125,000,000

  






 


 

 

 

 

 

 

 

 

 


EXHIBIT R