**Exhibit 10.02**

 

April 30, 2009

 

General Electric CapitalCorporation

1100 Abernathy Road

Suite 900

Atlanta, Georgia 30328

Attention:  Blount, Inc. Account Manager

 

Re:          Sixth Amendment Fee Letter

 

Gentlemen:

 

Reference is hereby madeto that certain Amended and Restated Credit Agreement, dated as of August 9,2004 (as amended, restated, supplemented or otherwise modified from time totime, the “Credit Agreement”), among BLOUNT, INC., a Delawarecorporation (“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 referredto herein as “Borrowers” and individually as “Borrower”); theother Credit Parties party thereto; GENERAL ELECTRIC CAPITAL CORPORATION, aDelaware corporation (in its individual capacity, “GE Capital”), foritself, as Lender, as agent for Lenders (“Agent”). All defined termsused herein shall have the respective meanings given to them in the CreditAgreement.

 

Agent and/or one or moreof its affiliates have agreed to underwrite and arrange an amendment to theCredit Agreement as more fully described in that certain Sixth Amendment toCredit Agreement, dated as of the date hereof, by and among Borrowers,Guarantors, the lenders signatory thereto and Agent (the “Sixth Amendment”).

 

In addition to any feesor other amounts payable by Borrowers to Agent under the terms of the CreditAgreement, Borrowers, jointly and severally, agree to pay to Agent for its ownaccount, on the date hereof, an arrangement fee in an amount equal to thegreater of (i) $1,800,000 and (ii) 2.00% of the aggregate RevolvingLoan Commitment (as such term is amended pursuant to the Sixth Amendment) ofall Lenders (the “Arrangement Fee”).

 

Borrowersshall, jointly and severally, pay the Arrangement Fee to Agent in the mannerset forth in the Credit Agreement.  Ifthe Arrangement Fee is not paid on the date hereof by Borrowers, Agent ishereby expressly authorized by Borrowers to (i) charge such amounts dueand owing to the Loan Account, and (ii) designate such amounts as anAdvance under the Credit Agreement.

 

Borrowers hereby acknowledgeand agree that the fee payable hereunder is fully earned as of the date hereofand non-refundable on the date such fee is due and payable as provided above, thatsuch fee constitutes an Obligation and is in addition to any other Fees payableby Borrowers under the Credit Agreement or any other Loan Document and that theexecution of this letter agreement shall not, and shall not be deemed to,amend, modify or otherwise effect any Fees payable under the Credit Agreement,the GE Capital Fee Letter or any other Loan Document.

 

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This letter agreement shallbe deemed a Loan Document, shall be construed under and governed by the laws ofthe State of New York, and may be executed in any number of counterparts and bydifferent parties on separate counterparts. Each of such counterparts shall be deemed to be an original, and all ofsuch counterparts, taken together, shall constitute but one and the sameagreement.  Delivery of an executedcounterpart of this letter by telefacsimile or other electronic transmissionshall be equally effective as delivery of a manually executed counterpart.

 

[Remainderof Page Intentionally Left Blank]

 

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|   | Very truly yours,                                                     |
|--------|-----------------------------------------------------------------------|
|   |                                                                  |
|   | **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/ Richard H.  Irving, III |
|   | Name:                                                                 | Richard H.  Irving, III |
|   | Title:                                                                | Vice President |
|   |                                                                  |   |
|   |                                                                  |   |
|   | **WINDSOR FORESTRY TOOLS LLC**, a Tennessee limited liability company |
|   |                                                                  |   |
|   | By:                                                                   | Blount, Inc., its  sole member |
|   |                                                                  |   |
|   |                                                                  |   |
|   | By:                                                                   | /s/ Richard H.  Irving, III |
|   | Name:                                                                 | Richard H.  Irving, III |
|   | Title:                                                                | Senior  Vice President |

 

SIXTH AMENDMENT FEE LETTER 

 

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| ACCEPTED AND AGREED:                      |
|-------------------------------------------|
|                                      |
| **GENERAL ELECTRIC CAPITAL  CORPORATION** |   |
|                                      |   |
|                                      |   |   |
| By:                                       | /s/ Judith A. Langan |   |
| Name:                                     | Judith A. Langan |   |
| Title:                                    | Duly Authorized Signatory |   |
|                                           |  |  |  |

 

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