**Exhibit 10.01**

 

**SIXTHAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT**

 

THIS SIXTHAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)effective as of April 30, 2009, by and among BLOUNT, INC., a Delawarecorporation (“Blount, Inc.”), GEAR PRODUCTS, INC., an Oklahomacorporation (“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 signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, aDelaware corporation (in its individual capacity, “GE Capital”), in itscapacity as Agent for the Lenders (as defined below) (“Agent”); and theother Lenders party hereto.

 

**W I T NE S S E T H:**

 

WHEREAS,Borrowers, the other Credit Parties signatory thereto, the lenders partythereto from time to time (the “Lenders”) and Agent are parties to thatcertain 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 pursuant to that certain Fifth Amendment dated as of November 5,2007 (as further amended, restated, supplemented or otherwise modified fromtime to time, the “Credit Agreement”); and

 

WHEREAS,Borrowers and the other Credit Parties have requested that Lendersholding the Revolving Loan Commitment amend certain terms under the CreditAgreement; and

 

WHEREAS,Borrowers and Lenders have agreed to the requested amendments on the terms and subjectto the conditions set forth herein;

 

NOWTHEREFORE, in consideration of the foregoing premises and other good andvaluable consideration paid by each party to the other, the receipt andsufficiency of which are hereby acknowledged, the parties hereby agree that allcapitalized terms not otherwise defined herein (including the recitals andpreamble hereof) shall have the meanings ascribed to such terms in the CreditAgreement and further agree as follows:

 

1.             Amendments to the Credit Agreement.

 

(a)           Section 1.5 of the Credit Agreement,Interest and Applicable Margins, is hereby modified and amended bydeleting subsection (a) in its entirety and inserting the following inlieu thereof:

 

“(a)         US Borrowers shall pay interest to Agent, for theratable benefit of US Lenders, in accordance with the various Loans being madeby each Lender, in arrears on each applicable Interest Payment Date, at thefollowing rates: (i) with respect to the Revolving Credit Advances, the USIndex Rate plus the Applicable Revolver US Index Margin per annum or, at theelection of Borrower Representative, the applicable LIBOR Rate plus theApplicable Revolver LIBOR Margin per annum, based on the 

 

----

 

aggregate RevolvingCredit Advances outstanding from time to time; (ii) with respect to theSwing Line Loan, the US Index Rate plus the Applicable Revolver US Index Marginper annum, based on the aggregate Swing Line Loans outstanding from time totime; and (iii) with respect to the Term Loan B, the US Index Rate plusthe Applicable Term Loan B Index Margin per annum or, at the election ofBorrower Representative, the applicable LIBOR Rate plus the Applicable TermLoan B LIBOR Margin per annum, based on the aggregate Term Loan B outstandingfrom time to time.

 

The ApplicableMargins are as follows:

 
| Applicable  Revolver US Index Margin |   | 3.25 | %       |
|--------------------------------------|--------|------|---------|
| Applicable  Revolver LIBOR Margin    |   | 5.00 | %       |
| Applicable  Term Loan B Index Margin |   | 0.00 | %       |
| Applicable  Term Loan B LIBOR Margin |   | 1.75 | %       |
| Applicable  Unused Line Fee Margin   |   | 1.00 | %” |

 

(b)           Annex A to the Credit Agreement, Definitions, ishereby modified and amended to delete the definitions of “CommitmentTermination Date”, “LIBOR Rate”, “Revolving Loan Commitment” and “US Index Rate”in their entirety and inserting the following in lieu thereof:

 

““CommitmentTermination Date” means the earliest of (a) with respect to allCommitments and Loans and for purposes of clause (e) of the definition ofUS Pro Rata Share, August 9, 2010, (b) the date of termination ofLenders’ obligations to make Advances and to incur Letter of Credit Obligationsor permit existing Loans to remain outstanding pursuant to Section 8.2(b),and (c) the date of indefeasible prepayment in full by Borrowers of theLoans and the cancellation and return (or stand-by guarantee) of all Letters ofCredit or the cash collateralization of all Letter of Credit Obligationspursuant to Annex B, and the permanent reduction of all Commitments tozero dollars ($0).

 

“LIBOR Rate”means:

 

(a)           with respect to each Revolving Loan bearing interestat the LIBOR Rate, for each LIBOR Period, a rate of interest determined byAgent equal to the greater of (i)(A) the offered rate for deposits of USDollars for a three-month LIBOR Period that appears on Reuters Screen LIBOR01 Page asof 11:00 A.M. (London, England time) two (2) Business Days prior tothe first day in each LIBOR Period; divided by (B) a number equal to 1.0 minusthe aggregate (but without duplication) of the rates (expressed as a decimalfraction) of reserve requirements in effect on the 

 

2

----

 

day that is 2LIBOR Business Days prior to the beginning of such LIBOR Period (includingbasic, supplemental, marginal and emergency reserves under any regulations ofthe Federal Reserve Board or other Governmental Authority having jurisdictionwith respect thereto, as now and from time to time in effect) for Eurocurrencyfunding (currently referred to as “Eurocurrency Liabilities” in Regulation D ofthe Federal Reserve Board that are required to be maintained by a member bankof the Federal Reserve System; and (ii) 2.50%.  With respect to any Revolving Loans, if nosuch offered rate exists, such rate shall be the rate of interest per annum, asdetermined by Agent and Borrower Representative (rounded upwards, if necessary,to the nearest 1/100 of 1.00%) at which deposits of US Dollars in immediatelyavailable funds are offered at 11:00 A.M. (London, England time) two (2) BusinessDays prior to the first day in the applicable LIBOR Period by major financialinstitutions reasonably satisfactory to Agent in the London interbank marketfor the applicable LIBOR Period and for an amount equal or comparable to theprincipal amount of the Revolving Loans to be borrowed, converted or continuedas a LIBOR Loan on such date of determination.

 

(b)           with respect to Term Loans bearing interest at theLIBOR Rate, for each LIBOR Period, a rate of interest determined by Agent equalto: (i) the offered rate for deposits in US Dollars for the applicableLIBOR Period that appears on Telerate Page 3750 as of 11:00 a.m.(London time), on the second full LIBOR Business Day next preceding the firstday of such LIBOR Period (unless such date is not a Business Day, in whichevent the next succeeding Business Day will be used); divided by (ii) anumber equal to 1.0 minus the aggregate (but without duplication) of therates (expressed as a decimal fraction) of reserve requirements in effect onthe day that is 2 LIBOR Business Days prior to the beginning of such LIBORPeriod (including basic, supplemental, marginal and emergency reserves underany regulations of the Federal Reserve Board or other Governmental Authorityhaving jurisdiction with respect thereto, as now and from time to time ineffect) for Eurocurrency funding (currently referred to as “EurocurrencyLiabilities” in Regulation D of the Federal Reserve Board that are required tobe maintained by a member bank of the Federal Reserve System.  With respect to Term Loans, if such interestrates shall cease to be available from Telerate News Service, the LIBOR Rateshall be determined from such financial reporting service or other informationas shall be mutually acceptable to Agent and Borrower Representative.

 

“Revolving LoanCommitment” means (a) as to any Lender, the aggregate commitment ofsuch Lender to make Revolving Credit Advances or incur Letter of CreditObligations as set forth on its signature page to the Sixth Amendment or,if such Lender enters into an Assignment Agreement after the Sixth AmendmentEffective Date, in the most recent Assignment Agreement executed by such Lenderand (b) as to all Lenders, the aggregate commitment of all Lenders to makeRevolving Credit Advances or incur Letter of Credit Obligations, whichaggregate commitment shall be Ninety Million Dollars ($90,000,000) on the SixthAmendment 

 

3

----

 

Effective Date, as suchamount may be adjusted, if at all, from time to time in accordance with theAgreement.

 

“US Index Rate”means:

 

(a)           with respect to any Revolving Loan bearing interest atthe US Index Rate, for any day, a rate per annum equal to the highest of (i) therate last quoted by The Wall Street Journal as the “Prime Rate” in the UnitedStates or, if The Wall Street Journal ceases to quote such rate, the highestper annum interest rate published by the Federal Reserve Board in FederalReserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bankprime loan” rate, or, if such rate is no longer quoted therein, any similarrate quoted therein (as reasonably determined by Agent) or any similar releaseby the Federal Reserve Board (as reasonably determined by Agent), (ii) thesum of (x) the Federal Funds Rate, plus (y) 3.00% per annum and (iii) thesum of (x) the LIBOR Rate calculated for each day based on a LIBOR Periodof three (3) months determined two (2) Business Days prior to suchday, plus (y) the excess of the Applicable Revolver LIBOR Margin over theApplicable Revolver US Index Margin, in each instance, as of such day; and

 

(b)           with respect to the Term Loans, for any day, a floatingrate equal to the higher of (i) the rate publicly quoted from time to timeby The Wall Street Journal as the “base rate on corporate loans posted by atleast 75.00% of the nation’s 30 largest banks” (or, if The Wall Street Journalceases quoting a base rate of the type described, the highest per annum rate ofinterest published by the Federal Reserve Board in Federal Reserve statisticalrelease H.15 (519) entitled “Selected Interest Rates” as the Bank prime loanrate or its equivalent), and (ii) the Federal Funds Rate plus 50 basispoints per annum.

 

Each change in anyinterest rate provided for in the Agreement based upon the US Index Rate shalltake effect at the time of such change in the US Index Rate.”

 

(c)           Annex A to the Credit Agreement, Definitions, ishereby further modified and amended by inserting the following definition inthe appropriate alphabetical order:

 

““SixthAmendment” shall mean that certain Sixth Amendment to Amended and RestatedCredit Agreement, dated as of the Sixth Amendment Effective Date, among theBorrowers, Agent and Lenders party thereto.

 

“SixthAmendment Effective Date” means April 30, 2009.”

 

(d)           The Credit Agreement is hereby modifiedand amended by deleting all references to the Revolving Loan Commitments setforth on Annex J to the Credit Agreement in their entirety and replacing suchRevolving Loan Commitments, effective as of the Sixth Amendment Effective Date,with the information set forth on Annex J-1 attached hereto as Exhibit A.

 

4

----

 

2.             No Other Amendments. Except as otherwise expressed herein, the execution, delivery andeffectiveness 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 theother Loan Documents, nor constitute a waiver of any provision of the CreditAgreement or any of the other Loan Documents. Except for the amendments set forth above, the text of the CreditAgreement and all other Loan Documents shall remain unchanged and in full forceand effect and each Credit Party hereby ratifies and confirms its obligationsthereunder.  This Amendment shall notconstitute a modification of the Credit Agreement or any other Loan Document ora course of dealing between Borrowers and the other Credit Parties, on the onehand, and Lenders, on the other hand, at variance with the Credit Agreement orany other Loan Document such as to require further notice by Lenders toBorrowers or such Credit Parties to require strict compliance with the terms ofthe Credit Agreement and the other Loan Documents in the future, except asexpressly set forth herein. Each Borrower and each other Credit Partyacknowledges and expressly agrees that Lenders reserve the right to, and do infact, require strict compliance with all terms and provisions of the CreditAgreement and the other Loan Documents. Neither any Borrower nor any other Credit Party has knowledge of anychallenge to Lenders’ claims arising under the Loan Documents or theeffectiveness of the Loan Documents.

 

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

 

(a)           Agent’s receipt of a counterpart hereofduly executed by Borrowers and each Lender holding a Revolving Loan Commitment;

 

(b)           Agent’s receipt of a counterpart of certainFee Letter, dated as of the Sixth Amendment Effective Date, between Borrowersand Agent; and

 

(c)           The representations and warranties ofBorrowers and other Credit Parties contained in this Amendment shall be true andaccurate in all respects.

 

4.             Representations and Warranties ofBorrowers and Other Credit Parties.  The CreditParties executing this Amendment, jointly and severally, make the followingrepresentations and warranties to Agent and each Lender with respect to allCredit Parties, each and all of which shall survive the execution and deliveryof this Amendment:

 

(a)           This Amendment has been executed anddelivered by duly authorized representatives of each Credit Party, and theCredit Agreement, as modified and amended by this Amendment, constitutes alegal, valid and binding obligation of each Credit Party, and is enforceableagainst each Credit Party in accordance with its terms;

 

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

 

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

 

5.             Effect on the Credit Agreement and otherLoan Documents.  Except as specifically provided herein, theCredit Agreement and the other Loan Documents shall remain 

 

5

----

 

in full force and effect, and are hereby ratified,reaffirmed and confirmed. This Amendment shall be deemed to be a Loan Documentfor 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 theother instruments and documents to be delivered hereunder, including, withoutlimitation, the reasonable fees, costs and expenses of counsel for Agent withrespect thereto and with respect to advising Agent as to its rights andresponsibilities hereunder and thereunder.

 

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

 

8.             GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AMENDMENT, IN ALLRESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THISAMENDMENT AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCEDIN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TOCONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THEUNITED STATES OF AMERICA.  EACH CREDITPARTY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED INNEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTIONTO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE CREDIT PARTIES, AGENT ANDLENDERS PERTAINING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TOANY MATTER ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHERLOAN DOCUMENTS; PROVIDED, THAT AGENT, LENDERS AND THE CREDIT PARTIESACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY ACOURT LOCATED OUTSIDE OF NEW YORK COUNTY; PROVIDEDFURTHER,  THAT NOTHING IN THIS AMENDMENT SHALL BEDEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGALACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHERSECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER INFAVOR OF AGENT, AND CREDIT PARTIES MAY MAKE ANY COUNTERCLAIMS RELATING TOTHE SAME MATTER, REQUESTS FOR EQUITABLE RELIEF RELATING TO THE SAME MATTER ORAFFIRMATIVE DEFENSES IN CONNECTION THEREWITH. EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCHJURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDITPARTY HEREBY WAIVES ANY OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASEDUPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUMNONCONVENIENSAND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS ISDEEMED APPROPRIATE BY SUCH COURT.  EACHCREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT 

 

6

----

 

AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUITAND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BEMADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT PARTY AT THEADDRESS SET FORTH IN ANNEX I OF THE CREDIT AGREEMENT AND THAT SERVICE SOMADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH CREDIT PARTY’S ACTUALRECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPERPOSTAGE PREPAID.

 

[The remainder of the page is intentionallyblank.]

 

7

----

 

INWITNESS WHEREOF, the parties hereto have executed this Amendment or caused itto be executed under seal by their duly authorized officers, as of the day andyear 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/ 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 TO AMENDED AND RESTATED CREDIT AGREEMENT

 

----

 
|       | **AGENT  AND LENDERS****:**                   |
|------------|-----------------------------------------------|
|       |                                          |
| ** ** | **GENERAL ELECTRIC CAPITAL**                  |
|       | **CORPORATION,**as Agent and a Lender         |
|       |                                          |   |
|       | By:                                           | /s/ Judith A.  Langan |
|       | Name:                                         | Judith A. Langan |
|       | Title:                                        | Duly Authorized  Signatory |
|       |                                          |   |
|       | ** **                                    |
|       | **NAVIGATOR  CDO 2004, LTD.**,  as a Lender   |
|       |                                          |   |
|       | By:                                           | GE Asset  Management Inc., as Collateral Manager |
|       |                                          |   |
|       | By:                                           | /s/ John Campos |
|       | Name:                                         | John Campos |
|       | Title:                                        | Authorized  Signatory |
|       |                                          |   |
|       | ** **                                    |
|       | **ANTARES  CAPITAL CORPORATION**, as a Lender |
|       | ** **                                    |
|       |                                          |   |
|       | By:                                           | /S/ Judith A.  Langan |
|       | Name:                                         | Judith A. Langan |
|       | Title:                                        | Duly Authorized  Signatory |

 

----

 
|   | 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/ Calvin E. Jenness |
|   | Name:                                                                                                               | Calvin E. Jenness |
|   | 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 |

 

----

 

**EXHIBIT A**

 

ANNEX J-1

 
| **Lender**                           | ** ** | **Revolving Loan Commitment** | ** ** |
|--------------------------------------|------------|-------------------------------|------------|
|                                 |       |                          |       |
| General Electric Capital Corporation |       | $                             | 85,500,000 |   |
|                                 |       |                          |       |
| Antares Capital Corporation          |       | $                             | 3,300,000  |   |
|                                 |       |                          |       |
| Navigator CDO 2004 Ltd.              |       | $                             | 1,200,000  |   |

 

----