Exhibit








Exhibit 10.1


AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT


AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 14, 2018 (this "Amendment No. 6"), is by and among Wells Fargo Bank, National Association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, "Agent"), the parties to the Credit Agreement as lenders (individually, each a "Lender" and collectively, "Lenders"), Hamilton Beach Brands, Inc., formerly known as Hamilton Beach/Proctor-Silex Inc., a Delaware corporation ("Parent"), Weston Brands, LLC, an Ohio limited liability company, ("Weston" and together with Parent, each individually, a "US Borrower" and, collectively, "US Borrowers") and Hamilton Beach Brands Canada, Inc., formerly known as Proctor-Silex Canada Inc., an Ontario corporation ("Hamilton Brands Canada" or "Canadian Borrower", and together with US Borrowers, each individually a "Borrower" and collectively, "Borrowers").
WITNESSETH:


WHEREAS, Agent, Lenders and Borrowers have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Credit Agreement, dated as of May 31, 2012, by and among Agent, Lenders and Borrowers, as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated July 29, 2014, Amendment No. 2 to Amended and Restated Credit Agreement, dated November 20, 2014, Amendment No. 3 to Amended and Restated Credit Agreement, dated December 23, 2015, Amendment No. 4 to Amended and Restated Credit Agreement, dated as of June 30, 2016 and Amendment No. 5 to Amended and Restated Credit Agreement, dated as of September 13, 2017 (as the same now exists and is amended and supplemented pursuant hereto and may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the "Credit Agreement") and the other Loan Documents;


WHEREAS, Borrowers desire to amend certain provisions of the Credit Agreement as set forth herein, and Agent and Lenders are willing to agree to such amendments on the terms and subject to the conditions set forth herein;
    
WHEREAS, by this Amendment No. 6, Agent, Lenders and Borrowers desire and intend to evidence such amendments;
    
NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.Definitions.


(a)Additional Definitions. Schedule I.I to the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:


(i)"Amendment No. 6" shall mean Amendment No. 6 to Amended and Restated Credit Agreement, dated as of May 14, 2018, by and among Agent, Lenders and Borrowers, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.


		
	(b)
	Amendments to Definitions.




(i)The definition of "Permitted Dividends" set forth in the Credit Agreement is hereby amended by deleting clause (a)(iii) thereof in its entirety and replacing it with the following:


"(iii) at any time subsequent to the second anniversary of the Closing Date, in such amounts as Parent shall determine, so long as (A) except with respect to the one-time dividend payment of $35,000,000 made by Parent on or about September 27, 2017 and the one-time dividend payment which may be made by Parent on or about June 13, 2018 in an amount not to exceed $1,200,000, for the thirty (30) days immediately preceding the date of any such Restricted Payment and after giving effect thereto, Borrowers have Average Excess Availability of not less than $25,000,000, and (B) no Default or Event of Default shall have occurred or be continuing on the date of any such Restricted Payment and after giving effect thereto; provided, that, Parent may make Restricted Payments in an amount not to exceed $5,000,000 in any calendar year if (1) for the 


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thirty (30) days immediately preceding the date of any such Restricted Payment and after giving effect thereto, Borrowers have Average Excess Availability of less than $25,000,000 and equal to or greater than $15,000,000 and (2) no Default or Event of Default shall have occurred or be continuing on the date of any such Restricted Payment and after giving effect thereto;"


(c)Interpretation. For purposes of this Amendment No. 6, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 6.


2.Representations and Warranties. Borrowers, jointly and severally, represent and warrant with and to Agent and Lenders as follows, which representations and warranties shall survive the execution and delivery hereof, the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Loan Documents, being a continuing condition of the making of Loans and providing Letters of Credit to Borrowers:


(a)no Default or Event of Default exists or has occurred and is continuing as of the date of this Amendment No. 6;


(b)this Amendment No. 6 and each other agreement to be executed and delivered by Borrowers in connection herewith (together with this Amendment No. 6, the "Amendment Documents") has been duly authorized, executed and delivered by all necessary corporate or organizational action on the part of each Borrower which is a party and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of each of the Borrowers, as the case may be, contained herein and therein constitute legal, valid and binding obligations of each of the Borrowers, enforceable against them in accordance with their terms, except as enforceability is limited by equitable principals or by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights generally;


(c)the execution, delivery and performance of this Amendment No. 6 and the other Amendment Documents (i) are all within each Borrower's corporate powers and (ii) are not in contravention of law or the terms of any Borrower's certificate of incorporation, bylaws, or other organizational documentation, or any material indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound which such contravention could individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and


(d)all of the representations and warranties set forth in the Credit Agreement and the other Loan Documents, each as amended hereby, are true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date.


3.Conditions Precedent. The amendments contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner reasonably satisfactory to Agent:


(a)Agent shall have received counterparts of this Amendment No. 6, duly authorized, executed and delivered by Borrowers;


(b)Agent shall have received the consent or authorization from such Lenders as are required for the amendments provided for herein to execute this Amendment No. 6 on behalf of the Lenders;


(c)Agent shall have received a true and correct copy of each consent, waiver or approval (if any) to or of this Amendment No. 6, which any Borrower is required to obtain from any other Person, and such consent, approval or waiver (if any) shall be in form and substance reasonably satisfactory to Agent; and


		
	(d)
	No Default or Event of Default shall exist or have occurred and be continuing.




4.Release. In consideration of the Agent's and the Lenders' willingness to enter into this Amendment No. 6, each Borrower hereby releases and forever discharges the Agent and the Lenders and each of their respective affiliates, predecessors, successors and assigns, and the officers, managers, directors, employees, agents, attorneys, advisors and representatives of the foregoing (hereinafter all of the above collectively referred to as "Releasees"), from (and agrees not to sue the Releasees for) any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever (whether arising in contract, tort, in law or in equity or otherwise) that such Borrower may 


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have or claim to have against any of the Releasees on or prior to the date of this Amendment No. 6, arising under or in connection with this Amendment No. 6, the Credit Agreement, the Loan Documents, any documents or instruments delivered pursuant thereto, the transactions governed thereby or the dealings among each Borrower and its Affiliates with the Releasees with respect thereto, or in any way based on or related to any of the foregoing, including any transactions contemplated by or funded with the proceeds of the foregoing, in each case based on facts, circumstances, acts or omissions occurring or in existence on or prior to the date hereof.


5.Effect of this Amendment. Except as expressly set forth herein, no other amendments, changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof and Borrowers shall not be entitled to any other or further amendment by virtue of the provisions of this Amendment No. 6 or with respect to the subject matter of this Amendment No. 6. To the extent of conflict between the terms of this Amendment No. 6 and the other Loan Documents, the terms of this Amendment No. 6 shall control. The Credit Agreement and this Amendment No. 6 shall be read and construed as one agreement.


6.Governing Law. The validity, interpretation and enforcement of this Amendment No. 6 and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.


7.Binding Effect. This Amendment No. 6 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.


8.Further Assurances. Borrowers shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes of this Amendment No. 6.


9.Entire Agreement. This Amendment No. 6 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.


10.Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 6.


11.Counterparts. This Amendment No. 6 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 6 by telefacsimile or other electronic method of transmission shall have the same force and effect as delivery of an original executed counterpart of this Amendment No. 6. Any party delivering an executed counterpart of this Amendment No. 6 by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart of this Amendment No. 6, but the failure to do so shall not affect the validity, enforceability, and binding effect of this Amendment No. 6.


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to be duly executed and delivered by their authorized officers as of the day and year first above written.	
		
	US BORROWERS

	 
	 

	HAMILTON BEACH BRANDS, INC.

	 
	 

	By:
	/s/ James H. Taylor

	 
	 

	Title:
	Vice President, Chief Financial Officer and Treasurer

	 
	 

	WESTON BRANDS, LLC

	 
	 

	By:
	/s/ James H. Taylor

	 
	 

	Title:
	Vice President, Chief Financial Officer and Treasurer

	 
	 

	CANADIAN BORROWER

	 
	 

	HAMILTON BEACH BRANDS CANADA, INC.

	 
	 

	By:
	/s/ James H. Taylor

	 
	 

	Title:
	Vice President, Chief Financial Officer and Treasurer


































































[Signatures Continued on Following Page]


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	AGENT AND LENDERS

	 
	 

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and a Lender

	 
	 

	By:
	/s/ Sang H. Kim

	 
	 

	Title:
	Vice President

	 
	 

	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Lender

	 
	 

	By:
	/s/ Jamie Gallant

	 
	 

	Title:
	Assistant Vice President

	 
	 

	BANK OF AMERICA, N.A., as a Lender

	 
	 

	By:
	/s/ Kenneth B. Butler

	 
	 

	Title:
	Senior Vice President

	 
	 

	KEYBANK, NATIONAL ASSOCIATION, as a Lender

	 
	 

	By:
	/s/ Nadine M. Eames

	 
	 

	Title:
	Vice President
















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