Amendment No. 3 to the Credit Agreement



 Exhibit 10.4 

AMENDMENT NO. 3 

TO 

CREDIT AGREEMENT 

THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (the “Amendment No. 3”), dated as of December 31, 2009, is made by
and among GLOBAL POWER EQUIPMENT GROUP INC., a corporation formed under the laws of Delaware (the “Company” or the “Borrower”), the other Credit Parties party hereto, the Lenders party hereto, MORGAN STANLEY SENIOR
FUNDING, INC., a corporation formed under the laws of Delaware, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “Administrative Agent”) and revolving agent for the
Revolving Lenders (in such capacity, together with its successors and assigns, if any, the “Revolving Agent”), MORGAN STANLEY & CO. INCORPORATED, a corporation formed under the laws of Delaware, as collateral agent for the
Secured Parties (in such capacity, together with its successors and assigns, if any, the “Collateral Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, a corporation formed under the laws of Delaware, as documentation agent (in such
capacity, the “Documentation Agent”, together with the Administrative Agent, the Collateral Agent, and the Revolving Agent, the “Agents”). 

WHEREAS, the Borrower, the other Credit Parties party thereto, the Lenders party thereto and the Agents are parties to that certain
Credit Agreement, dated as of January 22, 2008 and as amended on April 24, 2008 and July 30, 2008 (as it may be further amended, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the
Lenders and the Agents provide the Borrower with certain financial accommodations; and 
 WHEREAS, the Credit Agreement shall be
amended as set forth herein on the terms and conditions hereinafter set forth. 
 NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Definitions. 

(a) All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.








 2. Amendment to Credit Agreement. The Credit Agreement is hereby amended as follows:

 (a) Section 2.02 is hereby amended by inserting the following new Section 2.02(f) immediately
following Section 2.02(e): 
 “(f) On the date Amendment No. 3 becomes effective in accordance with its terms
and as a condition precedent to its effectiveness, Borrower shall pay the amount of $21,250,000 (twenty-one million two hundred fifty thousand Dollars) to the Administrative Agent, for the account of the Term Lenders, as a principal prepayment on
the outstanding Term Loans (the “Amendment No. 3 Prepayment Amount”). The Amendment No. 3 Prepayment Amount shall be applied as follows: (i) $6,250,000 (six million two hundred fifty thousand Dollars) shall ratably reduce
the outstanding Term Loans and (ii) $15,000,000 (fifteen million Dollars) shall constitute an Offer to Prepay in accordance with Section 2.02(d); provided, that if any Term Lender rejects such Offer to Prepay, the accepting
Term Lenders shall be offered such rejecting Term Lender’s Pro Rata Share on a pro rata basis. In the event that any portion of the Amendment No. 3 Prepayment Amount remains after being offered to the accepting Term Lenders, the
Administrative Agent shall again make one or more Offers to Prepay to the remaining accepting Term Lenders until all accepting Term Lenders have been paid in full in cash, provided that the Administrative Agent shall promptly return to Borrower any
balance of the Amendment No. 3 Prepayment Amount remaining after the completion of this process. Notwithstanding Section 2.02(e), or any other provision of this Agreement or any other Loan Document, the prepayment under this
Section 2.02(f) will be applied to immediately reduce the principal balance of the Term Loans (to the extent not returned by the Administrative Agent to Borrower as provided in the immediately preceding sentence) and the entire Amendment
No. 3 Prepayment Amount (whether or not returned by the Administrative Agent to Borrower as so provided) will be credited to reduce the amount of the mandatory prepayments that the Borrower otherwise would be required to make as follows:
(i) on the Sweep Date for the 2009 Fiscal Year, the Borrower shall be entitled to reduce the Offer to Prepay that it otherwise is required to make under Section 2.02(d) by $15,000,000 (fifteen million Dollars); provided that
if such required Offer to Prepay is less than $15,000,000 (fifteen million Dollars), any remaining amounts shall be credited to reduce the amount of the mandatory prepayments that the Borrower is required to make on the Sweep Date for each
subsequent Fiscal Year until such $15,000,000 (fifteen million Dollars) is exhausted, and (ii) on each of December 31, 2009, March 31, 2010, June 30, 2010, September 30, 2010 and December 31, 2010, the
Borrower shall be entitled to reduce the amortization payments otherwise required under Section 1.02 to zero by crediting the amounts paid under this Section 2.02(f) up to $6,250,000 (six million two hundred fifty thousand
Dollars).”; 
 (b) Section 3.06(d) is hereby deleted and replaced in its entirety with the following:

 (d) to the Revolving Agent for the benefit of the L/C Issuer, (i) payable monthly upon notice from the Revolving Agent,
an additional fee equal to (y) 0.32% per annum times the average aggregate face amount of all Letters of Credit outstanding issued by the Revolving Agent, and (z) 0.50% per annum times the average aggregate face amount of all
Letters of Credit outstanding issued by a third-party issuer approved by the Revolving Agent, in each case during such one-month period plus, (ii) payable monthly, applicable standard bank issuance and amendment charges, not to exceed, for each
Letter of Credit issuance or amendment, $500. 
 (c) Section 7.15(a) of the Credit Agreement is hereby
amended by inserting “and, from and after January 1, 2009, $1,000,000” immediately after “$500,000”; 
  

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 (d) Section 8.02(d)(i) of the Credit Agreement is hereby deleted and
replaced in its entirety by: 
 “(i) any Credit Party in and to any Foreign Subsidiary in the form of contributions to
capital, loans, advances, guarantees or other forms of credit support; provided that (A) the aggregate amount of such Investments does not exceed (i) $5,000,000 (five million Dollars), plus (ii) up to $1,500,000 (one million
five hundred thousand Dollars) in connection with the exchange of the Indebtedness evidenced by the Global Intercompany Note between Braden Manufacturing LLC, as Payee and Braden Manufacturing S.A. de C.V., as Payor for Capital Stock of Braden
Manufacturing S.A. de C.V., and (B) each item of intercompany Indebtedness shall be evidenced by the Global Intercompany Note which shall be pledged as security for the Obligations of the holder thereof under the Loan Documents and delivered to
the Administrative Agent pursuant to the terms of the Security Documents;” 
 (e) Section 8.02(j) of
the Credit Agreement is hereby amended to delete “and” at the end of such Section; 
 (f)
Section 8.02(k) of the Credit Agreement is hereby deleted and replaced in its entirety by: 
 “(k) Investments by a
Credit Party in the form of Letters of Credit issued under this Agreement (i) in favor of the customers of Braden Europe to support the obligations of Braden Europe to such customers under Braden Europe Project Contracts in an aggregate amount
that, when added together with the Letter of Credit Exposure in favor of customers of Braden Europe, does not exceed $5,000,000 (five million Dollars); (ii) in favor of the customers of Braden Shanghai to support the obligations of Braden
Shanghai to such customers under Braden Shanghai Project Contracts and/or the lender or lenders to Braden Shanghai to support (but not to exceed the amount of) Indebtedness permitted under Section 8.03(k), in an aggregate amount that,
when added together with the Letter of Credit Exposure in favor of customers of Braden Shanghai, does not exceed $5,000,000 (five million Dollars); and (iii) in connection with a Credit Party’s obligations under a Permitted Servicing Joint
Venture;”; 
 (g) Section 8.02 of the Credit Agreement is hereby amended by inserting the following new
Section 8.02(l) and Section 8.02(m) immediately following Section 8.02(k): 
 “(l) Non-cash Investments
consisting of the entry into Permitted Servicing Joint Ventures by subsidiaries of the Credit Parties services division, provided that the Credit Parties shall not be party to more than six (6) Permitted Servicing Joint Ventures at any
given time. 
  

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 (i) A “Permitted Servicing Joint Venture” means a joint
venture, limited liability company or other business entity between a Credit Party and one or more third parties (“Joint Venture”) that meets each and all of the following criteria: (A) the formation and governing documents for the
Joint Venture provide that the liability of the Credit Party that is a party thereto (as among all of the parties to the Joint Venture) is expressly limited to no more than such Credit Party’s pro rata portion of the scope of services and/or
other liabilities arising from the Joint Venture, (B) the terms of which formation and governing agreements provide for indemnification of such Credit Party against any damages caused by any other member of the Joint Venture, (C) the scope
of the services to be provided by the Joint Venture shall be consistent with the scope of services currently provided by the Credit Parties in the ordinary course of their business (taking into account any services that may be currently
subcontracted by the Credit Parties in the ordinary course of their business), (D) the Joint Venture shall be formed solely for the purpose of bidding upon and entering into one or more contracts with one or more customers upon terms that
provide that the aggregate contract value as to such Credit Party under each such contract shall be (I) calculated on a “time and materials” basis or “fixed fee at risk” or (II) a lump sum or fixed fee amount not to exceed
$7,500,000 (seven million five hundred thousand Dollars) in the aggregate across all Permitted Servicing Joint Ventures during any 12-month period, and (E) such Credit Party, the Joint Venture or the customer or customers of the Joint Venture
shall obtain customary liability and commercial insurance, in amounts and from an insurer with an investment grade rating as may be necessary for prudent execution of the work by the Joint Venture. In no event shall a Permitted Servicing Joint
Venture be considered a “Subsidiary” for purposes of this Agreement or any other Loan Document. 

(ii) The Borrower shall submit a Servicing Joint Venture Proposal Package with respect to a proposed Joint Venture to the
Administrative Agent at least ten (10) Business Days prior to the time at which the formation and governing documents of such Joint Venture would become binding upon a Credit Party. If the Borrower submits a Servicing Joint Venture Package for
an Investment that does not satisfy the criteria set forth in Section 8.02(l)(i), the Administrative Agent may, in its sole discretion, determine to approve such Investment as a Permitted Servicing Joint Venture, notwithstanding the
failure of such Investment to satisfy the criteria set forth in Section 8.02(l)(i). The Administrative Agent shall respond to the Borrower’s request for such approval within five (5) Business Days after receipt of the Servicing
Joint Venture Proposal Package. 
 (iii) Within five (5) Business Days following the execution of
definitive documentation relating to such Permitted Servicing Joint Venture, the Borrower shall deliver to the Administrative Agent sufficient copies of all such definitive documentation for distribution to the Lenders (any such documentation that
meets the definition of a Material Contract, shall be considered a Material Contract). The Borrower shall deliver a copy of any notices of default given or received within three (3) days and, upon written request of the Administrative Agent,
such additional material or documentation provided by or to the Credit Parties with respect to each such Permitted Servicing Joint Venture as may be reasonably requested; and”; 

 

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 “(m) Investments consisting of Permitted Acquisitions.”

 (h) Section 8.03(j)(ii) of the Credit Agreement is hereby amended by deleting “€5,000,000”
and replacing it with “€8,000,000”; 
 (i) Section 9.02 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following: 
 Section 9.02 Fixed Charge Coverage Ratio.
The Fixed Charge Coverage Ratio, as of any date set forth below, shall not be less than the ratio set forth opposite such date below: 
  

			
	 Measurement Period Ending
	  	Ratio
	June 30, 2008	  	2.00x
	September 30, 2008	  	1.75x
	December 31, 2008	  	1.75x
	March 31, 2009	  	1.75x
	June 30, 2009	  	1.60x
	September 30, 2009	  	1.50x
	December 31, 2009	  	1.40x
	March 31, 2010	  	1.45x
	June 30, 2010	  	1.10x
	September 30, 2010	  	1.55x
	December 31, 2010	  	1.60x
	March 31, 2011	  	1.60x
	June 30, 2011	  	1.70x
	September 30, 2011	  	1.70x
	December 31, 2011	  	1.80x
	March 31, 2012	  	1.80x
	June 30, 2012	  	1.90x
	September 30, 2012	  	1.90x
	December 31, 2012, and each period thereafter	  	2.00x

 (j)
Section 14.01 of the Credit Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order: 

“Acquisition” means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially
all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the
Capital Stock of any other Person. 
  

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 “Amendment No. 1” means that certain Amendment to the Credit
Agreement, effective as of April 24, 2008. 
 “Amendment No. 2” means that certain Amendment to the
Credit Agreement, effective as of July 30, 2008. 
 “Amendment No. 3” means this Amendment
No. 3. 
 “Permitted Acquisition” means Acquisitions that satisfy the following criteria: 

(i) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the
proposed Acquisition and the proposed Acquisition is consensual; 
 (ii) no Indebtedness will be incurred,
assumed, or would exist with respect to a Credit Party or its Subsidiaries as a result of such Acquisition, other than Permitted Indebtedness, and no Liens will be incurred, assumed, or would exist with respect to the assets of a Credit Party or its
Subsidiaries as a result of such Acquisition other than Permitted Liens; 
 (iii) the Borrower has provided the
Administrative Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed
Acquisition, are factually supportable, and are expected to have a continuing impact, in each case, determined as if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and
reasonably agreed upon by Credit Party and the Administrative Agent) created by adding the historical combined financial statements of Borrower (including the combined financial statements of any other Person or assets that were the subject of a
prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed
Acquisition, Borrower and its Subsidiaries (i) would have been in compliance with the financial covenants in Section 9 of the Agreement for the four (4) fiscal quarter periods ended immediately prior to the proposed date of
consummation of such proposed Acquisition, and (ii) are projected to be in compliance with the financial covenants in Section 9 for the four (4) fiscal quarter period ended one year after the proposed date of consummation of
such proposed Acquisition; 
  

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 (iv) the Borrower has provided the Administrative Agent with its due
diligence package relative to the proposed Acquisition, including forecasted balance sheets, profit and loss statements, and cash flow statements of the Person or assets to be acquired, all prepared on a basis consistent with such Person’s (or
assets’) historical financial statements, together with appropriate supporting details and a statement of underlying assumptions for the one (1) year period following the date of the proposed Acquisition, on a quarter by quarter basis), in
form and substance (including as to scope and underlying assumptions) reasonably satisfactory to The Administrative Agent; 

(v) the assets being acquired or the Person whose Stock is being acquired did not have negative EBITDA (using a definition
of EBITDA that is mutually and reasonably agreed upon by the Borrower and the Administrative Agent) during the twelve (12) consecutive month period most recently concluded prior to the date of the proposed Acquisition; 

(vi) the Borrower has provided the Administrative Agent with written notice of the proposed Acquisition at least fifteen
(15) Business Days prior to the anticipated closing date of the proposed Acquisition and, not later than five (5) Business Days prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition agreement and
other material documents relative to the proposed Acquisition, which agreement and documents must be reasonably acceptable to the Administrative Agent; 

(vii) the assets being acquired (other than a de minimis amount of assets in relation to Borrower’s and its
Subsidiaries’ total assets), or the Person whose Capital Stock is being acquired, are useful in or engaged in, as applicable, the business of Borrower and its Subsidiaries or a business reasonably related thereto; 

(viii) the assets being acquired (other than a de minimis amount of assets in relation to the assets being
acquired) are located within the United States or Canada, or the Person whose Capital Stock is being acquired is organized in a jurisdiction located within the United States or Canada; 

(ix) the subject assets or Capital Stock, as applicable, are being acquired directly by a Credit Party and, in connection
therewith, such Credit Party shall have complied with Section 7.06, Section 7.07 and Section 7.14, as applicable, of this Agreement and, in the case of an acquisition of Capital Stock, the applicable Credit Party
shall have demonstrated to the Administrative Agent that the new Credit Parties have received consideration sufficient to make the joinder documents binding and enforceable against such new Credit Parties; and 

 

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 (x) the purchase consideration payable in respect of all Permitted
Acquisitions (including the proposed Acquisition and including deferred payment obligations) shall not exceed $10,000,000 in the aggregate; provided, however, that the purchase consideration payable in respect of any single Acquisition
or series of related Acquisitions shall not exceed $5,000,000 in the aggregate. ” 
 “Permitted Servicing Joint
Venture” has the meaning ascribed to such term in Section 8.02(l)(i). 
 “Project
Contracts” means contracts for the sale of equipment and/or the provision of services in the ordinary course of business. 

“Servicing Joint Venture Proposal Package” means, with respect to any proposed Permitted Servicing Joint Venture, the
following items, each in form reasonably satisfactory to the Administrative Agent and in sufficient copies for each Lender: 

(a) a copy of the proposed formation and governing documents for the proposed Permitted Servicing Joint Venture, together with a
description in reasonable detail of the proposed Permitted Servicing Joint Venture and the nature of the project or projects for which the proposed Permitted Servicing Joint Venture would be formed; 

(b) a certificate of Corporate Counsel (or such person performing similar functions) of the Borrower certifying that: 

(i) such proposed Permitted Servicing Joint Venture satisfies the criteria set forth in Section 8.02(l)(i) or, if
discretionary approval is required with respect to any such criteria, a request for such discretionary approval; 
 (ii) the
entry into such proposed Permitted Servicing Joint Venture would not cause or result in a Default or Event of Default; and 

(iii) the Credit Parties are in compliance with the covenants contained in Article IX (both immediately before and after the entry into
the proposed Permitted Servicing Joint Venture) after giving effect to this Amendment. 
 (k) Section 14.01
of the Credit Agreement is hereby amended by deleting the following defined terms in their entirety and substituting the defined terms set forth below in appropriate alphabetical order: 

“Applicable Margin” means, (a) for each Revolving Loan, the Applicable Revolver Margin, and (b) for each Term
Loan, the Applicable Term Margin. 
 “Applicable Revolver Margin” means, as of any Interest Payment Date and
for the fiscal quarter immediately preceding such Interest Payment Date, the following margin based upon the most recent Total Leverage Ratio calculation as of the end of the fiscal quarter immediately preceding such Interest Payment Date;
provided, however, that at any time that an Event of Default exists hereunder, the Applicable Revolver Margin shall be at Level I: 
  

							
	 LEVEL
	  	 TOTAL LEVERAGE RATIO
	  	 LIBOR RATE LOANS
	  	 ALTERNATE BASE RATE LOANS

	I	  	3 3.50 to 1.0	  	4 and one half percentage points (4.5%)	  	3 and one half percentage points (3.5%)
	II	  	< 3.50 to 1.0	  	3 and one half percentage points (3.5%)	  	2 and one half percentage points (2.5%)

  

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 Except as set forth in the initial proviso in this definition, the Applicable Revolver Margin shall be based
upon the most recent Total Leverage Ratio calculation, which will be calculated on a fiscal quarter basis. Except as set forth in the initial proviso in this definition, the Applicable Revolver Margin shall be re-determined each quarter on the first
day of the month following the date of delivery to the Administrative Agent of the certified calculation of the Total Leverage Ratio pursuant to Section 9.02 hereof; provided, however, that if the Borrower fails to provide such
certified calculation when due, the Applicable Revolver Margin immediately shall be set at the margin in the row styled “Level I” until the date on which such certification is delivered (on which date (but not retroactively), without
constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver such certification, the Applicable Revolver Margin shall be set at the margin based upon the Total Leverage Ratio calculation disclosed by such
certification). 
 “Applicable Term Margin” means, as of any Interest Payment Date and for the fiscal quarter
immediately preceding such Interest Payment Date, the following margin based upon the most recent Total Leverage Ratio calculation as of the end of the fiscal quarter immediately preceding such Interest Payment Date; provided, however,
that at any time that an Event of Default exists hereunder, the Applicable Term Margin shall be at Level I: 
  

							
	 LEVEL
	  	 TOTAL LEVERAGE RATIO
	  	 LIBOR RATE LOANS
	  	 ALTERNATE BASE RATE LOANS

	I	  	3 3.50 to 1.0	  	8 and one half percentage points (8.5%)	  	7 and one half percentage points (7.5%)
	II	  	< 3.50 to 1.0	  	7 and one half percentage points (7.5%)	  	6 and one half percentage points (6.5%)

  

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 Except as set forth in the initial proviso in this definition, the Applicable Term Margin shall be based
upon the most recent Total Leverage Ratio calculation, which will be calculated on a fiscal quarter basis. Except as set forth in the initial proviso in this definition, the Applicable Term Margin shall be re-determined each quarter on the first day
of the month following the date of delivery to the Administrative Agent of the certified calculation of the Total Leverage Ratio pursuant to Section 9.02 hereof; provided, however, that if the Borrower fails to provide such
certified calculation when due, the Applicable Term Margin immediately shall be set at the margin in the row styled “Level I” until the date on which such certification is delivered (on which date (but not retroactively), without
constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver such certification, the Applicable Term Margin shall be set at the margin based upon the Total Leverage Ratio calculation disclosed by such
certification). 
 “Debt For Borrowed Money” of any Person means, at any date of determination, without
duplication, the sum of (a) all items that, in accordance with GAAP, would be classified as liabilities on a consolidated balance sheet of such Person at such date and (b) all obligations of such Person under acceptance, letter of credit
or similar facilities at such date; provided that, with respect to the Company and its Subsidiaries, Debt for Borrowed Money shall exclude, to the extent otherwise included in the items in clause (a) or (b) of this definition,
(i) accounts payable and accrued liabilities incurred by the Company or any of such Subsidiaries in the ordinary course of business and not related to financing activities of the Company or any of such Subsidiaries, and (ii) notes, bills
and checks presented in the ordinary course of business by the Company or any of such Subsidiaries to banks for collection or deposit. 

“Letter of Credit Applicable Margin” means a percentage per annum equal to the Applicable Revolver Margin for LIBOR
Rate Loans. 
 “Loan Documents” means this Agreement, the Notes, the Security Documents, the Fee Letter,
Amendment No. 1, Amendment No. 2 and Amendment No. 3 and all other agreements, instruments, and other documents now or hereafter executed and delivered by any Credit Party pursuant hereto or thereto or otherwise evidencing or securing
any Loan, in each case, excluding any Hedging Agreements. 
 “Net Working Capital” means the (i) increase
(or decrease) of each of accounts payable, billings in excess of costs, and other current liabilities of the Credit Parties, on a consolidated basis, during any Fiscal Year, plus or minus (ii) the decrease (or increase) of each of total
accounts receivable, inventory, cost in excess of billings, and other current assets of the Credit Parties, on a consolidated basis, during any Fiscal Year; provided, however, that all of the accrued but unpaid professional fees and other costs of
administration of, or incurred during, the Chapter 11 Cases by any of the Credit Parties and any amounts identified in items (iv), (v), (vi), and (ix) of clause (a) of Consolidated EBITDA shall be deducted from both clause (i) and
clause (ii) of this definition in determining Net Working Capital as of any date. 
 (l) Section 14.01
of the Credit Agreement is hereby amended by deleting the defined term “Letter of Credit Issuance Fee” in its entirety. 
  

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 (m) The definition of “Excess Cash Flow” in
Section 14.01 is hereby amended by deleting clause (e) thereof and replacing it with the following: “(e) all regularly scheduled payments and voluntary prepayments of principal of the Term Loans during such Fiscal Year;
provided that the payment made under Section 2.02(f) of this Agreement for March 31, 2010, June 30, 2010, September 30, 2010 and December 31, 2010 shall not be deducted from the calculation of Excess
Cash Flow for Fiscal Year 2009 but instead shall be deducted from Excess Cash Flow for Fiscal Year 2010 in accordance with the crediting of such payment against the payments otherwise due under Section 1.02 and
Section 2.02(d) in Fiscal Year 2010.” 
 3. Conditions Precedent. The amendments set forth in
Section 2 above shall become effective as of December 31, 2009, but only after each and all of the following conditions has been satisfied: 

(a) (i) The Administrative Agent shall have received an amendment fee in an amount equal to $25,000, (ii) the
Term Lenders shall, in aggregate have received an amendment fee in an amount equal to $113,313 (it being understood that no Prepayment Fee shall be required with respect to the Amendment No. 3 Prepayment), (iii) the Revolving Lenders
shall, in aggregate have received an amendment fee in an amount equal to $150,000, and (iv) the Borrower shall have paid all other Participating Lender Expenses required to be paid under the Loan Documents; 

(b) The Administrative Agent shall have received this Amendment, duly executed by the Required Lenders, Administrative
Agent, Revolving Agent, the Borrower and the other Credit Parties, and the same shall be in full force and effect; 

(c) The Administrative Agent shall have received on behalf of itself, the other Agents, and the Lenders, a favorable
written opinion of special counsel for the Borrower, with respect to such matters as the Administrative Agent may reasonably request, in form and substance reasonably acceptable to the Administrative Agent; 

(d) The representations and warranties in this Amendment, the Credit Agreement, as amended by this Amendment, and the
other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent such representations and warranties specifically relate to an earlier date); 

(e) After giving effect to this Amendment, no Default, Event of Default or event that, with the giving of notice or
passage of time, would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and 

(f) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the
consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any other Credit Party, any Agent or any Lender. 

4. Representations and Warranties. Each Credit Party signatory hereto hereby represents and warrants as follows: 

(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such
Credit Party and are enforceable against such Credit Party in accordance with their respective terms; 
  

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 (b) Such Credit Party has all requisite entity and legal power and authority
to execute and deliver this Amendment; 
 (c) The officers executing this Amendment have been duly authorized to
execute and deliver the same and bind such Credit Party with respect to the provisions hereof; 
 (d) The
execution and delivery of this Amendment by such Credit Party and the performance and observance by such Credit Party of the provisions hereof do not violate or conflict with the organizational documents of such Credit Party or any law applicable to
such Credit Party or result in a breach of any provisions of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Credit Party; and 

(e) No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment.

 5. Effect on the Credit Agreement. 

(a) Except as specifically amended herein, the Credit Agreement, and all other documents, instruments and agreements
executed and/or delivered in connection therewith including each of the Loan Documents, shall remain in full force and effect, and are hereby ratified and confirmed. 

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or
remedy of any Lender or any Agent, or constitute a waiver of any provision of the Credit Agreement, any other Loan Document or any other documents, instruments or agreements executed and/or delivered under or in connection therewith. 

6. Governing Law. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall be construed in accordance with and governed by the law of the State of New York, without regard to principles of conflicts of law (other than Section 5-1401 of the General Obligations Law of the State of New
York). 
 7. Captions. The captions herein are included for convenience of reference only and shall be ignored in the
construction or interpretation hereof. 
 8. Counterparts; Effectiveness. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument; provided no party shall be bound unless and until the parties hereto have each signed a counterpart
hereof. Facsimile transmissions or electronic transmission by portable document format (PDF) of any executed original documents and/or retransmission of any executed facsimile or electronic transmission shall be deemed to be the same as the delivery
of an executed original. At the written request of any party hereto, the other parties hereto shall confirm facsimile or electronic transmissions by executing duplicate original documents and delivering the same to the requesting party or parties.

  

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 [Remainder of Page Intentionally Left Blank] 

 

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 IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the day
and year first above written. 
  

			
	 GLOBAL POWER EQUIPMENT GROUP

INC., a Delaware corporation, as Borrower

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: President and Chief Executive Officer
	
	 DELTAK CONSTRUCTION SERVICES, INC.,

a Wisconsin corporation, as a Guarantor

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: Director
	
	 DELTAK, L.L.C., A Delaware limited liability

company, as a Guarantor

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: Director
	
	 BRADEN CONSTRUCTION SERVICES, INC.,

A Delaware corporation, as a Guarantor

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: Director
	
	 BRADEN MANUFACTURING, L.L.C., A

Delaware limited liability company, as a Guarantor

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: Director
	
	 GLOBAL POWER PROFESSIONAL

SERVICES, L.L.C., A Delaware limited liability company, as a Guarantor

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: Manager


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AMENDMENT NO. 3 TO CREDIT AGREEMENT] 








			
	 WILLIAMS INDUSTRIAL SERVICES

GROUP, L.L.C., a Delaware limited liability company, as a Guarantor

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: Manager
	
	 WILLIAMS INDUSTRIAL SERVICES, LLC, a

Georgia limited liability company, as a Guarantor

		
	By:	 	 /s/ David Willis

		 	Name: David Willis
		 	Title: Manager
	
	 WILLIAMS SPECIALTY SERVICES, LLC, a

Georgia limited liability company, as a Guarantor

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: Manager
	
	 WILLIAMS PLANT SERVICES, LLC, a

Georgia limited liability company, as a Guarantor

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: Manager


 [SIGNATURE PAGE –
AMENDMENT NO. 3 TO CREDIT AGREEMENT] 








			
	 CONSTRUCTION & MAINTENANCE

PROFESSIONALS, LLC, a Georgia limited liability company, as a Guarantor

		
	By:	 	 /s/ David L. Keller

		 	Name: David L. Keller
		 	Title: Manager
	
	 WILLIAMS GLOBAL SERVICES, INC., a

Georgia corporation, as a Guarantor

		
	By:	 	 /s/ Candice L. Cheeseman

		 	 Name: Candice L. Cheeseman

Title: Secretary




[SIGNATURE PAGE – AMENDMENT NO. 3 TO CREDIT AGREEMENT]