**EXHIBIT10.22(b)**

**SECOND AMENDMENT**

THIS SECOND AMENDMENT dated as of August 8, 2006 (this“Amendment”) amends the Term Loan Agreement (as previously amended, the “LoanAgreement”) dated as of February 11, 2005 among BRIGGS & STRATTONCORPORATION, a Wisconsin corporation (the “Company”), various financialinstitutions and BANK OF AMERICA, N.A., as Administrative Agent (in suchcapacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respectivemeanings set forth in the Loan Agreement.

WHEREAS, the Company, the Banks and the AdministrativeAgent have entered into the Loan Agreement; and

WHEREAS, the parties hereto desire to amend the LoanAgreement to permit the Company to make additional purchases of its own sharesfor a limited period of time;

NOW, THEREFORE, inconsideration of the premises and for other good and valuable consideration(the receipt and sufficiency of which are hereby acknowledged), the partieshereto agree as follows:

SECTION 1            AMENDMENT.  Effective on (and subject to the occurrenceof) the Amendment Effective Date (as defined below), the first sentence ofSection 8.9 of the Loan Agreement shall be amended by (a) deleting the word “and”before clause (iv) therein and substituting a semi-colon therefor; and (b)deleting the period at the end thereof and substituting the following therefor:

; and (v) in addition, during the period from August 10, 2006 throughFebruary 8, 2008, the Company may repurchase shares of its common stock foraggregate consideration not exceeding $120,000,000.

SECTION 2            REPRESENTATIONS AND WARRANTIES.  The Company represents and warrants to theAdministrative Agent and the Banks on the Amendment Effective Date that (a) therepresentations and warranties made in Article VI of the Loan Agreement aretrue and correct on and as of the Amendment Effective Date with the same effectas if made on and as of the Amendment Effective Date (except to the extent suchrepresentations and warranties expressly refer to an earlier date, in whichcase they were true and correct as of such earlier date); (b) no Event ofDefault or Default exists or will result from the execution and delivery ofthis Amendment; (c) no event or circumstance has occurred since the ClosingDate that has resulted, or would reasonably be expected to result, in aMaterial Adverse Effect; (d) the execution and delivery by the Company of thisAmendment and the performance by the Company of its obligations under the LoanAgreement as amended hereby (as so amended, the “Amended Agreement”) (i)are within the corporate powers of the Company, (ii) have been duly authorizedby all necessary corporate action on the part of the Company, (iii) havereceived all necessary governmental approval and (iv) do not and will not (x) contravene the terms of the Organization Documents ofthe Company, (y) conflict with or result in any breachor contravention of, or the creation of any Lien under, any document evidencingany material Contractual Obligation to which the Company or any of itsSubsidiaries is a party or any order, 

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injunction, writ or decree of any GovernmentalAuthority to which the Company or any of its Subsidiaries or its property issubject or (z) violate any Requirement of Law applicable to the Company or anyof its Subsidiaries; and (e) the Amended Agreement is thelegal, valid and binding obligation of the Company, enforceable against theCompany in accordance with its terms, except as enforceability may be limitedby applicable bankruptcy, insolvency or similar laws affecting the enforcementof creditors’ rights generally or by equitable principles relating toenforceability.

SECTION 3            EFFECTIVENESS.  The amendments set forth in Section 1above shall become effective on the date (the “Amendment Effective Date”)when the Administrative Agent shall have received, a counterpart of thisAmendment executed by the Company and the Required Banks.

SECTION 4            MISCELLANEOUS.

4.1           Continuing Effectiveness, etc.  As herein amended, the Loan Agreement shallremain in full force and effect and is hereby ratified and confirmed in allrespects.  After the Amendment EffectiveDate, all references in the Loan Agreement, each other Loan Document and anyrelated document to the “Loan Agreement” or similar terms shall refer to theAmended Agreement.

4.2           Counterparts.  This Amendment may be executed in any numberof counterparts and by the different parties on separate counterparts, and eachsuch counterpart shall be deemed to be an original but all such counterpartsshall together constitute one and the same Amendment.

4.3           Expenses.  The Company agrees to pay the reasonablecosts and expenses of the Administrative Agent (including Attorney Costs) inconnection with the preparation, execution and delivery of this Amendment.

4.4           Governing Law.  This Amendment shall be a contract made underand governed by the internal laws of the State of Illinois.

4.5           Successors and Assigns.  This Amendment shall be binding upon theCompany, the Banks and the Administrative Agent and their respective successorsand assigns, and shall inure to the benefit of the Company, the Banks and the Administrative Agent and the successorsand assigns of the Banks and the Administrative Agent.

**[Signature Pages Follow]**

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be executed by their respectiveofficers thereunto duly authorized as of the day and year first above written.
|            | ** ** | **BRIGGS & STRATTON CORPORATION** |
|------------|------------|---------------------------------------|
| ** ** | ** ** | ** **                            | ** ** | ** ** |
| ** ** | ** ** | ** **                            | ** ** | ** ** |
|       |       | By:                                   |   | /s/ CARITA R. TWINEM |
|       | ** ** | Name:                                 | Carita R. Twinem |
|       | ** ** | Title:                                | Treasurer |
|       |       |                                  |   |   |
|            |            |                                       |  |  |  |

 

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|        | ** ** | **BANK OF AMERICA, N.A.,**as  Administrative   Agent and a Bank |
|--------|------------|-----------------------------------------------------------------|
|   | ** ** |                                                            | ** ** | ** ** |
|   | ** ** |                                                            | ** ** | ** ** |
|   |       | By:                                                             |   | /s/ JEFFREY A. ARMITAGE |
|   | ** ** | Name:                                                           | Jeffrey A. Armitage |
|   | ** ** | Title:                                                          | Senior Vice President |
|   |       |                                                            |   |   |
|        |            |                                                                 |  |  |  |

 

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|        | ** ** | **LASALLE BANK NATIONAL ASSOCIATION,**as Syndication Agent and a Bank |
|--------|------------|-----------------------------------------------------------------------|
|   | ** ** |                                                                  | ** ** | ** ** |
|   | ** ** |                                                                  | ** ** | ** ** |
|   |       | By:                                                                   |   | /s/ JON R. HUITINK |
|   | ** ** | Name:                                                                 | Jon R. Huitink |
|   | ** ** | Title:                                                                | Vice President |
|   |       |                                                                  |   |   |
|        |            |                                                                       |  |  |  |

 

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|        | ** ** | **U.S. BANK NATIONAL ASSOCIATION,**as    Documentation Agent and a Bank |
|--------|------------|-------------------------------------------------------------------------|
|   |       |                                                                    |   |   |
|   |       |                                                                    |   |   |
|   |       | By:                                                                     |   | /s/ CAROLINE V. KRIDER |
|   | ** ** | Name:                                                                   | Caroline V. Krider |
|   | ** ** | Title:                                                                  | Vice President and Senior Lender |
|   |       |                                                                    |   |   |
|        |            |                                                                         |  |  |  |

 

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|        | ** ** | **BNP PARIBAS** |
|--------|------------|-----------------|
|   | ** ** |            | ** ** | ** ** |
|   | ** ** |            | ** ** | ** ** |
|   |       | By:             |   | /s/ CHRIS GRUMBOSKI |
|   | ** ** | Name:           | Chris Grumboski |
|   | ** ** | Title:          | Director |
|   |       |            |   |   |
|   |       | By:             |   | /s/ TOMASZ RYDEL |
|   | ** ** | Name:           | Tomasz Rydel |
|   | ** ** | Title:          | Vice President |
|   |       |            |   |   |
|        |            |                 |  |  |  |  |

 

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|        | ** ** | **JPMORGAN CHASE BANK, N.A.** |
|--------|------------|-------------------------------|
|   | ** ** |                          | ** ** | ** ** |
|   | ** ** |                          | ** ** | ** ** |
|   |       | By:                           |   | /s/ MIKE KELLY |
|   | ** ** | Name:                         | Mike Kelly |
|   | ** ** | Title:                        | Vice President |
|        |            |                               |  |  |  |

 

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|        | ** ** | **HARRIS N.A.** |
|--------|------------|-----------------|
|   | ** ** |            | ** ** | ** ** |
|   | ** ** |            | ** ** | ** ** |
|   |       | By:             |   | /s/ THAD RASCHE |
|   | ** ** | Name:           | Thad Rasche |
|   | ** ** | Title:          | Director |
|   |       |            |   |   |
|        |            |                 |  |  |  |

 

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|        | ** ** | **ASSOCIATED BANK NA** |
|--------|------------|------------------------|
|   | ** ** |                   | ** ** | ** ** |
|   | ** ** |                   | ** ** | ** ** |
|   |       | By:                    |   | /s/ JOSEPH J. GEHRKE |
|   | ** ** | Name:                  | Joseph J. Gehrke |
|   | ** ** | Title:                 | Vice President |
|   |       |                   |   |   |
|        |            |                        |  |  |  |

 

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|        | ** ** | **FIFTH THIRD BANK** |
|--------|------------|----------------------|
|   | ** ** |                 | ** ** | ** ** |
|   | ** ** |                 | ** ** | ** ** |
|   |       | By:                  |   | /s/ CHRISTOPHER D. JONES |
|   | ** ** | Name:                | Christopher D. Jones |
|   | ** ** | Title:               | Vice President |
|   |       |                 |   |   |
|        |            |                      |  |  |  |

 

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|        | ** ** | **THE BANK OF NEW YORK** |
|--------|------------|--------------------------|
|   | ** ** |                     | ** ** | ** ** |
|   | ** ** |                     | ** ** | ** ** |
|   |       | By:                      |   | /s/ LOUIS D. SERIO |
|   | ** ** | Name:                    | Louis D. Serio |
|   | ** ** | Title:                   | Vice President |
|   |       |                     |   |   |
|        |            |                          |  |  |  |

 

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|        | ** ** | **M&I MARSHALL & ILSLEY BANK** |
|--------|------------|----------------------------------------|
|   | ** ** |                                   | ** ** | ** ** |
|   | ** ** |                                   | ** ** | ** ** |
|   |       | By:                                    |   | /s/ RONALD J. CAREY |
|   | ** ** | Name:                                  | Ronald J. Carey |
|   | ** ** | Title:                                 | Vice President |
|   | ** ** |                                   |   |   |
|   |       | By:                                    |   | /s/ JAMES R. MILLER |
|   | ** ** | Name:                                  | James R. Miller |
|   | ** ** | Title:                                 | Senior Vice President |
|   | ** ** |                                   |   |   |
|        |            |                                        |  |  |  |

 

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|        | ** ** | **NATIONAL CITY BANK OF THE MIDWEST** |
|--------|------------|---------------------------------------|
|   | ** ** |                                  | ** ** | ** ** |
|   |       | By:                                   |   | /s/ JON R. HINARD |
|   | ** ** | Name:                                 | Jon R. Hinard |
|   | ** ** | Title:                                | Senior Vice President |
|        |            |                                       |  |  |  |

 

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