Exhibit 10.01


 


SIXTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SIXTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
effective as of April 30, 2009, by and 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 signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (in its individual capacity, “GE Capital”), in its
capacity as Agent for the Lenders (as defined below) (“Agent”); and the
other Lenders party hereto.


 


W I T N
E S S E T H:


 


WHEREAS,
Borrowers, the other Credit Parties signatory thereto, the lenders party
thereto from time to time (the “Lenders”) and Agent are parties to that
certain 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 from
time to time, the “Credit Agreement”); and


 


WHEREAS,
Borrowers and the other Credit Parties have requested that Lenders
holding the Revolving Loan Commitment amend certain terms under the Credit
Agreement; and


 


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


 


NOW
THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration paid by each party to the other, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree that all
capitalized terms not otherwise defined herein (including the recitals and
preamble hereof) shall have the meanings ascribed to such terms in the Credit
Agreement 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 by
deleting subsection (a) in its entirety and inserting the following in
lieu thereof:


 


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


 

















 


aggregate Revolving
Credit Advances outstanding from time to time; (ii) with respect to the
Swing Line Loan, the US Index Rate plus the Applicable Revolver US Index Margin
per annum, based on the aggregate Swing Line Loans outstanding from time to
time; and (iii) with respect to the Term Loan B, the US Index Rate plus
the Applicable Term Loan B Index Margin per annum or, at the election of
Borrower Representative, the applicable LIBOR Rate plus the Applicable Term
Loan B LIBOR Margin per annum, based on the aggregate Term Loan B outstanding
from time to time.


 


The Applicable
Margins 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, is
hereby modified and amended to delete the definitions of “Commitment
Termination Date”, “LIBOR Rate”, “Revolving Loan Commitment” and “US Index Rate”
in their entirety and inserting the following in lieu thereof:


 


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


 


“LIBOR Rate”
means:


 


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


 


2

















 


day that is 2
LIBOR Business Days prior to the beginning of such LIBOR Period (including
basic, supplemental, marginal and emergency reserves under any regulations of
the Federal Reserve Board or other Governmental Authority having jurisdiction
with respect thereto, as now and from time to time in effect) for Eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of
the Federal Reserve Board that are required to be maintained by a member bank
of the Federal Reserve System; and (ii) 2.50%.  With respect to any Revolving Loans, if no
such offered rate exists, such rate shall be the rate of interest per annum, as
determined by Agent and Borrower Representative (rounded upwards, if necessary,
to the nearest 1/100 of 1.00%) at which deposits of US Dollars in immediately
available funds are offered at 11:00 A.M. (London, England time) two (2) Business
Days prior to the first day in the applicable LIBOR Period by major financial
institutions reasonably satisfactory to Agent in the London interbank market
for the applicable LIBOR Period and for an amount equal or comparable to the
principal amount of the Revolving Loans to be borrowed, converted or continued
as a LIBOR Loan on such date of determination.


 


(b)           with respect to Term Loans bearing interest at the
LIBOR Rate, for each LIBOR Period, a rate of interest determined by Agent equal
to: (i) the offered rate for deposits in US Dollars for the applicable
LIBOR 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 first
day of such LIBOR Period (unless such date is not a Business Day, in which
event the next succeeding Business Day will be used); divided by (ii) a
number equal to 1.0 minus the aggregate (but without duplication) of the
rates (expressed as a decimal fraction) of reserve requirements in effect on
the day that is 2 LIBOR Business Days prior to the beginning of such LIBOR
Period (including basic, supplemental, marginal and emergency reserves under
any regulations of the Federal Reserve Board or other Governmental Authority
having jurisdiction with respect thereto, as now and from time to time in
effect) for Eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Federal Reserve Board that are required to
be maintained by a member bank of the Federal Reserve System.  With respect to Term Loans, if such interest
rates shall cease to be available from Telerate News Service, the LIBOR Rate
shall be determined from such financial reporting service or other information
as shall be mutually acceptable to Agent and Borrower Representative.


 


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


 


3

















 


Effective Date, as such
amount may be adjusted, if at all, from time to time in accordance with the
Agreement.


 


“US Index Rate”
means:


 


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


 


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


 


Each change in any
interest rate provided for in the Agreement based upon the US Index Rate shall
take effect at the time of such change in the US Index Rate.”


 


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


 


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


 


“Sixth
Amendment Effective Date” means April 30, 2009.”


 


(d)           The Credit Agreement is hereby modified
and amended by deleting all references to the Revolving Loan Commitments set
forth on Annex J to the Credit Agreement in their entirety and replacing such
Revolving 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 and
effectiveness 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 the
other Loan Documents, nor constitute a waiver of any provision of the Credit
Agreement or any of the other Loan Documents. 
Except for the amendments set forth above, the text of the Credit
Agreement and all other Loan Documents shall remain unchanged and in full force
and effect and each Credit Party hereby ratifies and confirms its obligations
thereunder.  This Amendment shall not
constitute a modification of the Credit Agreement or any other Loan Document or
a course of dealing between Borrowers and the other Credit Parties, on the one
hand, and Lenders, on the other hand, at variance with the Credit Agreement or
any other Loan Document such as to require further notice by Lenders to
Borrowers or such Credit Parties to require strict compliance with the terms of
the Credit Agreement and the other Loan Documents in the future, except as
expressly set forth herein. Each Borrower and each other Credit Party
acknowledges and expressly agrees that Lenders reserve the right to, and do in
fact, require strict compliance with all terms and provisions of the Credit
Agreement and the other Loan Documents. 
Neither any Borrower nor any other Credit Party has knowledge of any
challenge to Lenders’ claims arising under the Loan Documents or the
effectiveness of the Loan Documents.


 


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


 


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


 


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


 


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


 


4.             Representations and Warranties of
Borrowers and Other Credit Parties.  The Credit
Parties executing this Amendment, jointly and severally, make the following
representations and warranties to Agent and each Lender with respect to all
Credit Parties, each and all of which shall survive the execution and delivery
of this Amendment:


 


(a)           This Amendment has been executed and
delivered by duly authorized representatives of each Credit Party, and the
Credit Agreement, as modified and amended by this Amendment, constitutes a
legal, valid and binding obligation of each Credit Party, and is enforceable
against each Credit Party in accordance with its terms;


 


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


 


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


 


5.             Effect on the Credit Agreement and other
Loan Documents.  Except as specifically provided herein, the
Credit 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 Document
for 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 the
other instruments and documents to be delivered hereunder, including, without
limitation, the reasonable fees, costs and expenses of counsel for Agent with
respect thereto and with respect to advising Agent as to its rights and
responsibilities hereunder and thereunder.


 


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


 


8.             GOVERNING LAW. 
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AMENDMENT, IN ALL
RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS
AMENDMENT AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.  EACH CREDIT
PARTY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE CREDIT PARTIES, AGENT AND
LENDERS PERTAINING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHER
LOAN DOCUMENTS; PROVIDED, THAT AGENT, LENDERS AND THE CREDIT PARTIES
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK COUNTY; PROVIDED  FURTHER,  THAT NOTHING IN THIS AMENDMENT SHALL BE
DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF AGENT, AND CREDIT PARTIES MAY MAKE ANY COUNTERCLAIMS RELATING TO
THE SAME MATTER, REQUESTS FOR EQUITABLE RELIEF RELATING TO THE SAME MATTER OR
AFFIRMATIVE DEFENSES IN CONNECTION THEREWITH. 
EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT
PARTY HEREBY WAIVES ANY OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASED
UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM  NON  CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT.  EACH
CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT 


 


6

















 


AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT
AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT PARTY AT THE
ADDRESS SET FORTH IN ANNEX I OF THE CREDIT AGREEMENT AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH CREDIT PARTY’S ACTUAL
RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER
POSTAGE PREPAID.


 


[The remainder of the page is intentionally
blank.]


 


7

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment or caused it
to be executed under seal by their duly authorized officers, as of the day and
year 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