Exhibit 4.1


 


FIFTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this “Amendment”) effective as of November 5, 2007, 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”), for itself, as a Lender and as
Agent, with the other Lenders party hereto.


W
I T N E S S E T H:


WHEREAS, Borrowers, the other Credit Parties signatory
thereto, 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, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”); and


WHEREAS, Borrowers and the other
Credit Parties have requested that Requisite Lenders amend certain terms under
the Credit Agreement;
and


WHEREAS, Borrowers and Requisite 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 6.1 of the Credit
Agreement, Mergers, Subsidiaries, Etc., is hereby amended and modified
by deleting subsection (b)(v) in its entirety and inserting in lieu thereof the
following:


“(v)         the
sum of all amounts payable in connection with all Permitted Acquisitions
(including all transaction costs and all Indebtedness, liabilities and
contingent obligations incurred or assumed in connection therewith or otherwise
reflected in a consolidated balance sheet of Borrowers and Target) shall not
exceed $100,000,000 per acquisition and $200,000,000 in the aggregate during
the term of this Agreement plus the amount of Stock issued by Holdings to any
seller in connection with, and as the purchase price or portion of the purchase
price for, any Permitted Acquisition;”


 

















 


(b)           Section 6.8 of the Credit
Agreement, Sale of Stock and Assets, is hereby amended and modified by
deleting such Section in its entirety and inserting in lieu thereof the
following:


“6.8         Sale of Stock and
Assets.  No Credit Party shall, or
shall permit any Subsidiary of any Credit Party to, sell, transfer, convey,
assign or otherwise dispose of any of its properties or other assets, including
the Stock of any of its Subsidiaries (whether in a public or a private offering
or otherwise) or any of its Accounts, other than (a) the sale of Inventory,
license of Intellectual Property or the use of cash or cash equivalents, in
each case, in the ordinary course of business, and (b) the sale, transfer,
conveyance or other disposition by a Credit Party or any Foreign Subsidiary of
Equipment or Fixtures that are obsolete or no longer used or useful in such Credit
Party’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock
or substantially all of the assets of Gear so long as (i) no Default or Event
of Default exists or would be caused thereby or (ii) Requisite Lenders
otherwise consent to such sale; (d) other assets having a value not exceeding
$5,000,000 in the aggregate in any Fiscal Year; (e) leases and subleases of
Real Estate not materially interfering with the ordinary conduct of business of
the applicable Credit Parties and otherwise consented to by Agent which consent
will not be unreasonably withheld; and (f) the sale of all or substantially all
of the assets of the Forestry Division so long as (i) no Default or Event of
Default exists or would be caused thereby, (ii) Borrowers have delivered
updated Projections after giving Pro Forma effect to such disposition, in form
and substance satisfactory to Agent, which shall be substantially similar to
the Pro Forma Projections delivered to Agent prior to the Fifth Amendment
Effective Date, (iii) the disposition is on terms and conditions, and subject
to documentation, reasonably acceptable to Agent which shall be on terms and
conditions substantially similar to the terms and conditions contained in the
draft purchase agreement delivered to Agent prior to the Fifth Amendment
Effective Date, (iv) net cash proceeds of the disposition is not less than
$40,000,000, and (v) Borrowers shall either reinvest and/or prepay the
Obligations with such net cash proceeds in accordance with Section 1.3(b).  With respect to any disposition of assets or
other properties permitted pursuant to clauses (b), (c), (d)
or (f) above, subject to Section 1.3(b), Agent agrees on
reasonable prior written notice to release its Lien on such assets or other
properties in order to permit the applicable Credit Party to effect such
disposition and shall execute and deliver to Borrowers, at Borrowers’ expense,
appropriate UCC-3 termination statements, PPSA financing change statements and
other releases as are reasonably requested by Borrowers.”


(c)           Section 9 of the Credit Agreement, Assignment
and Participations; Appointment of Agent and Canadian Agent, is hereby amended
and modified by adding the following Section 9.12 immediately following Section
9.11.


 


2

















 


9.12         Distribution of
Materials to Lenders and L/C Issuers.


(a)           Each Borrower
acknowledges and agrees that the Loan Documents and all reports, notices,
communications and other information or materials provided or delivered by, or
on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials”)
may be disseminated by, or on behalf of, Agent, and made available, to the
Lenders and the L/C Issuers by posting such Borrower Materials on Intralinks®
or a similar E-System (the “Borrower Workspace”).  Each Borrower authorizes Agent to download
copies of its logos from its website and post copies thereof on the Borrower
Workspace.


(b)           Each Borrower hereby
agrees that if either it or Holdings or any Subsidiary of Holdings has publicly
traded equity or debt securities in the United States of America (U.S.), it
shall (and shall cause any such Person, as the case may be, to) (i) identify in
writing, and (ii) to the extent reasonably practicable, clearly and
conspicuously mark such Borrower Materials that do not contain any information
that is (x) not publicly available with respect to the Borrowers (or Holdings
or any Subsidiary of Holdings, as the case may be) and (y) is material with
respect to the Borrowers (or Holdings or any Subsidiary of Holdings, as the
case may be) or their securities for purposes of U.S. federal and state
securities laws as “PUBLIC”.  Each
Borrower agrees that by identifying such Borrower Materials pursuant to clause
(i) of the preceding sentence and/or marking the Borrower Materials as “PUBLIC”
pursuant to clause (ii) of the preceding sentence and/or publicly filing such
Borrower Materials with the Securities and Exchange Commission, then Agent, the
Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials
as not containing any material non-public information (“MNPI”) with respect to
the Borrowers (or Holdings or any Subsidiary of Holdings, as the case may be)
for purposes of U.S. federal and state securities laws.  Each Borrower further represent, warrant,
acknowledges and agrees that the following documents and materials shall be
deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A)
the Loan Documents, including the schedules and exhibits attached thereto, and
(B) administrative materials of a customary nature prepared by the Borrowers or
Agent (including, notice of borrowings or conversions, L/C and swingline
requests).  Before distribution of any
Borrower Materials to prospective Lenders and at the request of Agent, each
Borrower agrees (and agrees to cause Holdings or any Subsidiary of Holdings, as
the case may be) to execute and deliver to Agent a letter in which you
authorize distribution of the evaluation materials to prospective Lenders and
their employees willing to receive material non-public information, and a
separate letter in which you authorize distribution of evaluation material that
does not contain material non-public information and represent that no material
non-public information is contained therein.


(c)           Each Lender and L/C
Issuer represents, warrants, acknowledges and agrees that (i) the Borrower
Materials may contain MNPI concerning the Borrowers, their Affiliates or their
securities, (ii) it has developed compliance policies and procedures regarding
the handling and use of 


 


3

















 


MNPI, and (iii) it shall use any such Borrower Materials in accordance
with Section 11.8 and any applicable laws and regulations, including federal
and state securities laws and regulations.


(d)           If any Lender or L/C
Issuer has elected to abstain from receiving MNPI concerning the Borrowers,
their Affiliates or their securities, such Lender or L/C Issuer acknowledges
that, notwithstanding such election, Agent and/or the Borrowers will, from time
to time, make available syndicate-information (which may contain MNPI) as
required by the terms of, or in the course of administering, the credit
facilities, including this Agreement and the other Loan Documents, to the
credit contact(s) identified for receipt of such information on the Lender’s
administrative questionnaire who are able to receive and use all
syndicate-level information (which may contain MNPI) in accordance with such
Lender’s compliance policies and contractual obligations and applicable law,
including federal and state securities laws; provided that if such contact is
not so identified in such questionnaire, the relevant Lender or L/C Issuer
hereby agrees to promptly (and in any even within one Business Day) provide
such a contact to Agent and the Borrowers upon oral or written request therefor
by Agent or Borrowers.  Notwithstanding
such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such
Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to
communicate with Agent, it assumes the risk of receiving MNPI concerning the
Borrowers, their Affiliates or their securities.”


(d)           The definition of “EBITDA” contained
in Annex A to the Credit Agreement, Definitions, is hereby
modified and amended by (i) deleting “and” after clause (ix) thereof, (ii)
inserting “, and” immediately after clause (x) thereof, and (iii) inserting the
following clause (xi) immediately after such clause (x):


“(xi) restructuring expenses and related charges incurred
during the Fiscal Quarters ended on or prior to December 31, 2008 in connection
with the Forestry Division sale and related consolidation of corporate and
divisional infrastructure in an amount not to exceed $5,000,000,”


(e)           Annex A to the Credit Agreement,
Definitions, is hereby further modified and amended to delete the
definition of Fixed Charges in its entirety and inserting the following in lieu
thereof:


“Fixed Charges” means, with respect to any Person for any fiscal
period, (a) the aggregate of all Interest Expense paid during such period
(excluding all non-cash Interest Expense), plus (b) scheduled payments of
principal with respect to Indebtedness during such period, plus (c) Capital
Expenditures during such period, plus (d) the greater of (i) cash payments of
income taxes and capital taxes (net of tax refunds received during such
period), and (ii) zero, plus (e) Restricted Payments made pursuant to Section
6.14(h), minus (f) cash taxes payable for the Fiscal Year ended 2007 in
connection with the Forestry Division sale in an amount not to exceed
$20,000,000.”


 


4

















 


(f)            Annex A to the Credit
Agreement, Definitions, is hereby further modified and amended by
inserting the following definition in the appropriate alphabetical order:


“Fifth Amendment
Effective Date” means November        ,
2007.


“Forestry Division” means the Borrowers’ Industrial
and Power Equipment Group — Forestry Division, other than the Borrowers’ real
and personal property and facilities located in Menominee, Michigan.”


(g)           Annex E to the Credit Agreement, Financial
Statements and Projections — Reporting, is hereby amended and
restated as of the Fifth Amendment Effective Date by deleting such annex in its
entirety and inserting in lieu thereof the Annex E attached hereto.


(h)           Annex F to the Credit Agreement, Collateral
Reports, is hereby modified and amended to delete subsection (a) therein
and to substitute the following therefore:


“(a)         To
Agent, at the time of delivery of each of the monthly Financial Statements
delivered pursuant to clause (a) of Annex E, or if such Financial
Statements are not required, then along with the quarterly Financial Statements
delivered pursuant to clause (b) of Annex E, a reconciliation of the
outstanding Loans as set forth in the monthly Loan Account statement for the
period then ended provided by Agent to US Borrowers’ general ledger and monthly
or quarterly, as the case may be, Financial Statements delivered pursuant to Annex
E, in each case accompanied by such supporting detail and documentation as
shall be requested by Agent in its reasonable discretion.”


(i)            Annex G to the Credit Agreement, Financial
Covenants, is hereby modified and amended to delete the table set forth in
clause (e) therein and to substitute the following therefore:




	
  “Period:

  	
   

  	
  Maximum First Lien Credit

  Facilities Leverage Ratio:

  
	
   

  	
   

  	
   

  
	
  Closing Date through December 30, 2005

  	
   

  	
  3.50 to 1.00

  
	
   

  	
   

  	
   

  
	
  December 31, 2005 through the date immediately preceding the Third
  Amendment Effective Date

  	
   

  	
  3.25 to 1.00

  
	
   

  	
   

  	
   

  
	
  Third Amendment Effective Date through the date immediately preceding
  the Fifth Amendment Effective Date

  	
   

  	
  2.75 to 1.00

  
	
   

  	
   

  	
   

  
	
  Fifth Amendment Effective Date and thereafter

  	
   

  	
  2.50 to 1.00”

  






 


5






 












 


2.             No Other Amendments.  Except as otherwise expressed herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of Agent and Lenders under the Credit
Agreement or any of the other Loan Documents, nor constitute a waiver of any
provision of the Credit Agreement or any of the other Loan Documents.  Except for the amendments set forth above,
the text of the Credit Agreement and all other Loan Documents shall remain
unchanged and in full force and effect and each Credit Party hereby ratifies
and confirms its obligations thereunder. 
This Amendment shall not constitute a modification of the Credit
Agreement or any other Loan Document or a course of dealing between Borrowers
and the other Credit Parties, on the one hand, and Lenders, on the other hand,
at variance with the Credit Agreement or any other Loan Document such as to
require further notice by Lenders to Borrowers or such Credit Parties to
require strict compliance with the terms of the Credit Agreement and the other
Loan Documents in the future, except as expressly set forth herein. Each
Borrower and each other Credit Party acknowledges and expressly agrees that
Lenders reserve the right to, and do in fact, require strict compliance with
all terms and provisions of the Credit Agreement and the other Loan
Documents.  Neither any Borrower nor any
other Credit Party has knowledge of any challenge to Lenders’ claims arising
under the Loan Documents or the effectiveness of the Loan Documents.


3.             Conditions Precedent to Effectiveness.  This Amendment shall be effective as of the
date first written above upon satisfaction of the following:


(a)           Agent’s receipt of a counterpart
hereof duly executed by Borrowers and each Requisite Lender;


(b)           The representations and warranties of
Borrowers and other Credit Parties contained in this Amendment shall be true
and accurate in all respects; and


(c)           Agent’s receipt of an amendment fee,
on behalf of the Lenders, in an amount equal to twenty (20) basis points
(0.20%) of the aggregate Commitments (or if such commitments have terminated,
the outstanding Loans) of the Lenders and will be payable based on each Lender’s
portion of the Commitments and outstanding Loans.


4.             Representations and Warranties of Borrowers and Other
Credit Parties.  The Credit Parties
executing this Amendment, jointly and severally, make the following
representations and warranties to Agent and each Lender with respect to all
Credit Parties, each and all of which shall survive the execution and delivery
of this Amendment:


(a)           This
Amendment has been executed and delivered by duly authorized representatives of
each Credit Party, and the Credit Agreement, as modified and amended by this
Amendment, constitutes a legal, valid and binding obligation of each Credit
Party, and is enforceable against each Credit Party in accordance with its
terms;


(b)           No
Default or Event of Default has occurred or is continuing; and


(c)           All
of the representations and warranties of each Credit Party contained in the
Credit Agreement continue to be true and correct in all material respects as of
the date hereof as though made on and as of such date, except to the extent
that such representation or warranty expressly relates to an earlier date or
except for changes therein expressly permitted or expressly contemplated by the
Credit Agreement, as amended hereby.


 


6

















 


5.             Effect on the Credit Agreement and other Loan
Documents.  Except as specifically
provided herein, the Credit Agreement and the other Loan Documents shall remain
in full force and effect, and are hereby ratified, reaffirmed and confirmed.
This Amendment shall be deemed to be a Loan Document for all purposes.


6.             Costs and Expenses.  Each Borrower, jointly and severally, agrees
to pay on demand all fees, costs and expenses incurred in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and the other instruments and documents to be delivered hereunder,
including, without limitation, the reasonable fees, costs and expenses of
counsel for Agent with respect thereto and with respect to advising Agent as to
its rights and responsibilities hereunder and thereunder.


7.             Counterparts. 
This Amendment may be executed in any number of separate counterparts
and by the different parties hereto on separate counterparts, each of which
shall be deemed an original and all of which, taken together, shall be deemed
to constitute one and the same instrument. In proving this Amendment in any
judicial proceedings, it shall not be necessary to produce or account for more
than one such counterpart signed by the party against whom such enforcement is
sought. Any signatures delivered by a party by facsimile or electronic transmission
shall be deemed an original signature hereto.


8.             GOVERNING LAW. 
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AMENDMENT, IN ALL
RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS
AMENDMENT AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.  EACH CREDIT
PARTY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE CREDIT PARTIES, AGENT
AND LENDERS PERTAINING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHER
LOAN DOCUMENTS; PROVIDED, THAT AGENT, LENDERS AND THE CREDIT PARTIES
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF NEW YORK COUNTY; PROVIDED  FURTHER,  THAT NOTHING IN THIS AMENDMENT SHALL BE
DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF AGENT, AND CREDIT PARTIES MAY MAKE ANY COUNTERCLAIMS RELATING TO THE
SAME MATTER, REQUESTS FOR EQUITABLE RELIEF RELATING TO THE SAME MATTER OR
AFFIRMATIVE DEFENSES IN CONNECTION THEREWITH. 
EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT
PARTY HEREBY WAIVES ANY OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM  NON  CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR 


 


7

















 


EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.  EACH CREDIT PARTY HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT
PARTY AT THE ADDRESS SET FORTH IN ANNEX I OF THE CREDIT AGREEMENT AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH CREDIT
PARTY’S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED STATES
MAILS, PROPER POSTAGE PREPAID.


[The remainder of the
page is intentionally blank.]


 


8

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment or caused it to be executed under seal by their duly authorized
officers, as of the day and year first written above.


	
  BORROWERS:

  	
   

  
	
   

  	
   

  
	
  BLOUNT,
  INC., a
  Delaware corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Calvin E.
  Jenness

  
	
  Name:

  	
  Calvin E.
  Jenness

  
	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  GEAR PRODUCTS, INC., an Oklahoma

  corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Calvin E. Jenness

  
	
  Name:

  	
  Calvin
  E. Jenness

  
	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  OMARK
  PROPERTIES, INC., an
  Oregon

  corporation

  
	
   

  	
   

  
	
  By:

  	
  /s/ Calvin E.
  Jenness

  
	
  Name:

  	
  Calvin E.
  Jenness

  
	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  WINDSOR
  FORESTRY TOOLS LLC,
  a

  Tennessee limited liability company

  
	
   

  	
   

  
	
  By: Blount,
  Inc., its sole member

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Calvin E.
  Jenness

  
	
  Name:

  	
  Calvin E.
  Jenness

  
	
  Title:

  	
  Senior Vice
  President

  
			



 


 

















 


	
  AGENT AND LENDERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GENERAL ELECTRIC CAPITAL

  	
   

  	
  BOSTON HARBOR CLO 2004-1, Ltd.

  
	
  CORPORATION, as Agent and a Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Beth Mazor

  
	
  By:

  	
  /s/
  Jennifer L. Riffin

  	
   

  	
  Name:

  	
  Beth
  Mazor

  
	
  Name:

  	
  Jennifer
  L. Riffin

  	
   

  	
  Title:

  	
  V.P.

  
	
  Title:

  	
  Duly
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
  Bushnell CBNA Loan Funding LLC, for

  
	
  Azure Funding North America 1, as Agent 

  	
   

  	
  itself
  or as agent for Bushnell CFPI Loan 

  
	
  and
  a Lender

  	
   

  	
  Funding
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Daniel Schrupp

  	
   

  	
  By:

  	
  /s/
  Pam Gwin

  
	
  Name:

  	
  Daniel
  Schrupp

  	
   

  	
  Name:

  	
  Pam
  Gwin

  
	
  Title:

  	
  Authorized
  Signatory

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
  Ballyrock CLO II Limited, as a Lender

  	
   

  	
  CoLTS 2005-1 LTD., a Cayman Island 

  
	
  BALLYROCK Investment Advisors LLC, 

  	
   

  	
  exempted company

  
	
  as
  Collateral Manager

  	
   

  	
  By:  Wachovia Bank, National
  Association, 

  
	
   

  	
   

  	
  as
  Servicer

  
	
  By:

  	
  /s/
  Lisa B. Rymut

  	
   

  	
   

  
	
  Name:

  	
  Lisa
  B. Rymut

  	
   

  	
  By:

  	
  /s/
  John Trainor

  
	
  Title:

  	
  Assistant
  Treasurer

  	
   

  	
  Name:

  	
  John
  Trainor

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
  BlackRock Global Floating Rate Income 

  	
   

  	
   

  
	
  Trust; BlackRock Limited Duration 

  	
   

  	
  Denali Capital LLC, managing member of 

  
	
  Income Trust; Black Rock Senior Income 

  	
   

  	
  DC Funding Partners LLC, portfolio 

  
	
  Series; BlackRock Senior Income Series II;

  	
   

  	
  manager for Denali Capital CLO IV, LTD. 

  
	
  BlackRock Senior Income Series IV; 

  	
   

  	
  or an affiliate, as a Lender

  
	
  BlackRock Floating Rate Income

  	
   

  	
   

  
	
  Strategies Fund II, Inc.; Magnetite Asset

  	
   

  	
  By:

  	
  /s/
  John P. Thacker

  
	
  Investors III L.L.C.; Magnetite V CLO, 

  	
   

  	
  Name:

  	
  John
  P. Thacker

  
	
  Limited; Senior Loan Portfolio, as Lender

  	
   

  	
  Title:

  	
  Chief
  Credit Officer

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  AnnMarie Smith

  	
   

  	
  Denali Capital LLC, managing member of 

  
	
  Name:

  	
  AnnMarie
  Smith

  	
   

  	
  DC Funding Partners LLC, portfolio

  
	
  Title:

  	
  Authorized
  Signatory

  	
   

  	
  manager for Denali Capital CLO VI, LTD.

  
	
   

  	
   

  	
   

  	
  or an affiliate, as a Lender

  
	
  BNP Paribas, as Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John P. Thacker

  
	
  By:

  	
  /s/
  Cecile Scherer

  	
   

  	
  Name:

  	
  John
  P. Thacker

  
	
  Name:

  	
  Cecile
  Scherer

  	
   

  	
  Title:

  	
  Chief
  Credit Officer

  
	
  Title:

  	
  Director
  - Merchant Banking Group

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Kandice Gu

  	
   

  	
  Denali Capital LLC, managing member of 

  
	
  Name:

  	
  Kandice
  Gu

  	
   

  	
  DC Funding Partners LLC, portfolio 

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  manager for Denali Capital CLO VII, 

  
	
   

  	
   

  	
   

  	
  LTD. or an affiliate, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  John P. Thacker

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John
  P. Thacker

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Credit Officer

  



 

















 


	
  Denali Capital LLC, managing member of

  	
   

  	
  Galaxy CLO 2003-1, Ltd.

  
	
  DC Funding Partners LLC, portfolio

  	
   

  	
  By: AIG Global Investment Corp., Its 

  
	
  manager for Denali Capital CLO VIII,

  	
   

  	
  Collateral Manager, as a Lender

  
	
  LTD. or an affiliate, as a Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John G. Lapham, III

  
	
  By:

  	
  /s/
  John P. Thacker

  	
   

  	
  Name:

  	
  John
  G. Lapham, III

  
	
  Name:

  	
  John
  P. Thacker

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
  Title:

  	
  Chief
  Credit Officer

  	
   

  	
   

  
	
   

  	
   

  	
  JPMorgan Chase Bank, N.A., as a Lender

  
	
  ENDURANCE CLO 1, LTD.

  	
   

  	
   

  
	
  c/o ING Capital Advisors LLC, as

  	
   

  	
  By:

  	
  /s/
  Kathryn A. Duncan

  
	
  Collateral
  Manager

  	
   

  	
  Name:

  	
  Kathryn
  A. Duncan

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
  By:

  	
  /s/
  Robert Cohen

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Robert
  Cohen

  	
   

  	
  NAVIGATOR CDO 2003, LTD., as a

  
	
  Title:

  	
  Senior
  Credit Analyst

  	
   

  	
  Lender
  By:  Antares Asset Management Inc.,

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
  ARCHIMEDES FUNDING III, LTD.

  	
   

  	
   

  
	
  BY: ING Capital Advisors LLC, as

  	
   

  	
  By:

  	
  /s/
  Kathleen Brooks

  
	
  Collateral
  Manager

  	
   

  	
  Name:

  	
  Kathleen
  Brooks

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
  By:

  	
  /s/
  Robert Cohen

  	
   

  	
   

  
	
  Name:

  	
  Robert
  Cohen

  	
   

  	
  NAVIGATOR CDO 2004, LTD., as a

  
	
  Title:

  	
  Senior
  Credit Analyst

  	
   

  	
  Lender

  
	
   

  	
   

  	
   

  	
  By: 
  Antares Asset Management Inc., as

  
	
  OCEAN TRAILS CLO I BY: West Gate

  	
   

  	
  Collateral
  Manager

  
	
  Horizons Advisors LLC, as Collateral

  	
   

  	
   

  	
   

  
	
  Manager

  	
   

  	
  By:

  	
  /s/
  Kathleen Brooks

  
	
   

  	
   

  	
  Name:

  	
  Kathleen
  Brooks

  
	
  By:

  	
  /s/
  Robert Cohen

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
  Name:

  	
  Robert
  Cohen

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior
  Credit Analyst

  	
   

  	
  ANTARES FUNDING, L.P.

  
	
   

  	
   

  	
   

  	
  By:  The
  Bank of New York Trust 

  
	
  Fidelity Advisor Series II: Fidelity Advisor 

  	
   

  	
  Company, N.A., as Trustee of the Antares

  
	
  Floating Rate High Income Fund, as a

  	
   

  	
  Funding Trust created under the Trust 

  
	
  Lender

  	
   

  	
  Agreement dated as of November 30, 1999,

  
	
   

  	
   

  	
  as a
  Lender

  
	
  By:

  	
  /s/
  Peter L. Lydecker

  	
   

  	
   

  
	
  Name:

  	
  Peter
  L. Lydecker

  	
   

  	
  By:

  	
  /s/
  Leslie Huntley

  
	
  Title:

  	
  Assistant
  Treasurer

  	
   

  	
  Name:

  	
  Leslie
  Huntley

  
	
   

  	
   

  	
   

  	
  Title:

  	
  AVP

  
	
  Galaxy III CLO, Ltd.

  	
   

  	
   

  
	
  By: AIG Global Investment Corp., Its

  	
   

  	
   

  
	
  Collateral Manager, as a Lender

  	
   

  	
  PUTNAM BANK LOAN FUND

  
	
   

  	
   

  	
  CAYMAN) MASTER FUND, a series of 

  
	
  By:

  	
  /s/
  John G. Lapham, III

  	
   

  	
  the PUTNAM OFFSHORE MASTER

  
	
  Name:

  	
  John
  G. Lapham, III

  	
   

  	
  SERIES TRUST

  
	
  Title:

  	
  Managing
  Director

  	
   

  	
  By: The Putnam Advisory Company, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Angela Patel

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Angela
  Patel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
  PUTNAM FLOATING RATE INCOME 

  
	
  FUND

  
	
   

  
	
  By:

  	
  /s/
  Beth Mazor

  	
   

  
	
  Name:

  	
  Beth
  Mazor

  	
   

  
	
  Title:

  	
  V.P.

  	
   

  
	
   

  
	
  Stedman CBNA Loan Funding LLC, for

  
	
  itself or as agent for Stedman CFPI Loan

  
	
  Funding LLC., as a Lender

  
	
   

  
	
  By:

  	
  /s/
  Pam Gwin

  	
   

  
	
  Name:

  	
  Pam
  Gwin

  	
   

  
	
  Title:

  	
  Attorney-in-fact

  	
   

  
	
   

  
	
  SunAmerica Life Insurance Company

  
	
  By: AIG Global Investment Corp., Inc. Its

  
	
  Investment Advisor, as a Lender

  
	
   

  
	
  By:

  	
  /s/
  John G. Lapham, III

  	
   

  
	
  Name:

  	
  John
  G. Lapham, III

  	
   

  
	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  
	
  The Hartford Mutual Funds, Inc., on

  
	
  behalf of The Hartford Floating Rate Fund

  
	
  By: Hartford Investment Management

  
	
  Company, its Sub-advisor, as a Lender

  
	
   

  
	
  By:

  	
  /s/
  William P. Meaney

  	
   

  
	
  Name:

  	
  William
  P. Meaney

  	
   

  
	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  
	
  Whitney CLO, LLC, as a Lender

  
	
   

  
	
  By:

  	
  /s/
  John Casparian

  	
   

  
	
  Name:

  	
  John
  Casparian

  	
   

  
	
  Title:

  	
  Co-President

  	
   

  
	
   

  
	
  Wind River CLO I LTD.

  
	
  By: McDonnell Investment Management,

  
	
  LLC, as Manager

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Kathleen A. Zarn

  	
   

  
	
  Name:

  	
  Kathleen
  A. Zarn

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  
	
  Yorkville CBNA Loan Funding LLC, for

  
	
  itself or as agent for Yorkville CFPI Loan 

  
	
  Funding LLC, as a Lender

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Richard Newcomb

  	
   

  
	
  Name:

  	
  Richard
  Newcomb

  	
   

  
	
  Title:

  	
  Attorney-in-fact

  	
   

  



 

















 


	
   

  	
   

  
	
  The following
  Persons are signatories to this

  Agreement in their capacity as Credit Parties and

  not as Borrowers.

  
	
   

  
	
  CREDIT
  PARTIES:

  	
   

  
	
   

  	
   

  
	
  BLOUNT
  INTERNATIONAL, INC., a Delaware

  corporation

  
	
   

  
	
  By:

  	
  /s/ Richard H.
  Irving, III

  
	
  Name:

  	
  Richard H.
  Irving, III

  
	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  BI,
  L.L.C., a
  Delaware limited liability company

  
	
   

  
	
  By: Blount,
  Inc., its managing member

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard H.
  Irving, III

  
	
  Name:

  	
  Richard H.
  Irving, III

  
	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  4520
  CORP., INC., a
  Delaware corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard H.
  Irving, III

  
	
  Name:

  	
  Richard H.
  Irving, III

  
	
  Title:

  	
  Vice President