Exhibit 10.02


 


April 30, 2009


 


General Electric Capital
Corporation


1100 Abernathy Road


Suite 900


Atlanta, Georgia 30328


Attention:  Blount, Inc. Account Manager


 


Re:          Sixth Amendment Fee Letter


 


Gentlemen:


 


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


 


Agent and/or one or more
of its affiliates have agreed to underwrite and arrange an amendment to the
Credit Agreement as more fully described in that certain Sixth Amendment to
Credit 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 fees
or other amounts payable by Borrowers to Agent under the terms of the Credit
Agreement, Borrowers, jointly and severally, agree to pay to Agent for its own
account, on the date hereof, an arrangement fee in an amount equal to the
greater of (i) $1,800,000 and (ii) 2.00% of the aggregate Revolving
Loan Commitment (as such term is amended pursuant to the Sixth Amendment) of
all Lenders (the “Arrangement Fee”).


 


Borrowers
shall, jointly and severally, pay the Arrangement Fee to Agent in the manner
set forth in the Credit Agreement.  If
the Arrangement Fee is not paid on the date hereof by Borrowers, Agent is
hereby expressly authorized by Borrowers to (i) charge such amounts due
and owing to the Loan Account, and (ii) designate such amounts as an
Advance under the Credit Agreement.


 


Borrowers hereby acknowledge
and agree that the fee payable hereunder is fully earned as of the date hereof
and non-refundable on the date such fee is due and payable as provided above, that
such fee constitutes an Obligation and is in addition to any other Fees payable
by Borrowers under the Credit Agreement or any other Loan Document and that the
execution 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.


 

















 


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


 


[Remainder
of Page Intentionally Left Blank]


 

















 


	
   

  	
  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 


 

















 


	
  ACCEPTED AND AGREED:

  
	
   

  
	
  GENERAL ELECTRIC CAPITAL
  CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Judith A. Langan

  	
   

  
	
  Name:

  	
  Judith A. Langan

  	
   

  
	
  Title:

  	
  Duly Authorized Signatory