EXHIBIT 10.2


 


 


EXECUTION VERSION


 


 


AMENDMENT NO. 1 TO
LOAN AGREEMENT,


dated as of December 11, 2022 (this “Amendment”),


among WEBER-STEPHEN PRODUCTS LLC,


a Delaware
limited liability company


(the “Borrower”), and the LENDERS party hereto.


 


WHEREAS, reference is made to
that certain Loan Agreement, dated as of November 8, 2022 (the “Loan Agreement”), among the Borrower and the Lenders
from time to time party thereto.


 


WHEREAS, pursuant to Section
7.06(b) of the Loan Agreement, the Loan Agreement may be amended to extend the Maturity Date of the Initial Loans with the prior
written consent of each Lender directly adversely affected thereby.


 


NOW, THEREFORE, in consideration
of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1. Definitions.
Capitalized terms used herein without definition (including in the recitals hereto) shall have the meanings ascribed to them in the Loan
Agreement. The rules of construction specified in Section 1.02 of the Loan Agreement also apply to this Amendment, mutatis mutandis.


 


SECTION 2. Amendment.
Effective as of the Effective Date (as defined below), the definition of the term “Maturity Date” set forth in Section
1.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“Maturity Date”
shall mean (a) with respect to the Initial Loans, January 29, 2028 and (b) with respect to any Incremental Loans, January 29, 2028 or
such later date as may be agreed between the Borrower and the Lenders providing such Incremental Loans.


 


SECTION 3. Representations
and Warranties. The Borrower represents and warrants that on and as of the Effective Date:


 


(a) The representations and
warranties of the Borrower set forth in Article III of the Loan Agreement are true and correct in all material respects on and as of the
Effective Date, other than representations and warranties that relate solely to an earlier date; provided that where such representations
and warranties are already qualified by materiality, such representations and warranties are true and correct in all respects as of such
earlier date.


 


(b) No Default or Event of Default
has occurred and is continuing or shall occur immediately after giving effect to this Amendment.


 


SECTION 4. Effectiveness
of this Amendment. This Amendment shall become effective on the first date (the “Effective Date”) on which each
of the following conditions shall have been satisfied:


 




    	 



    	 



    

(a) The Lenders shall have received
from the Borrower a counterpart of this Amendment signed on behalf of the Borrower, and the Borrower shall have received from the Lenders
counterparts of this Amendment signed on behalf of the Lenders.


 


(b) The Lenders shall have received
such customary documents and certificates in connection with the effectiveness of this Amendment as the Designated Lender may reasonably
request relating to the organization, existence and good standing of the Borrower and the authorization of this Amendment, all in form
and substance reasonably satisfactory to the Designated Lender.


 


(c) The Lenders shall have received
a written opinion (addressed to the Lenders and dated the Effective Date) of each of (i) Davis Polk & Wardwell LLP, special New York
counsel to the Borrower, and (ii) Morris Nichols Arsht & Tunnell LLP, special Delaware counsel to the Borrower, in each case in form
and substance reasonably satisfactory to the Designated Lender.


 


(d) All reasonable and documented
out-of-pocket expenses of the Lenders (limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket
fees, charges and disbursements of Cravath, Swaine & Moore LLP) incurred in connection with this Amendment shall have been paid by
the Borrower.


 


The Designated Lender
shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 


SECTION 5. Effect of
this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the Designated Lender or any Lender under the Loan Agreement,
and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained
in the Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrower to any other consent to, or any other waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement in similar or different
circumstances.


 


(b) On and after the Effective
Date, each reference in the Loan Agreement to “this Agreement”, “herein”, “hereof”, “hereunder”
and words of similar import shall, unless the context otherwise requires, refer to the Loan Agreement, as modified hereby, and each reference
to the Loan Agreement shall be deemed to be a reference to the Loan Agreement, as modified hereby.


 


SECTION 6. Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment
by facsimile or other customary means of transmission (e.g., “PDF”) shall be as effective as delivery of a manually signed
counterpart of this Amendment. The words “execution”, “signed”,


 




    2


     


    

“signature”, “delivery”
and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions
contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the
use of a paper-based recordkeeping system, as the case may be.


 


SECTION 7. No Novation.
The Borrower has requested, and the Lenders party hereto have agreed, that the Loan Agreement be, effective from the Effective Date, amended
as set forth in this Amendment. Such amendment shall not constitute a novation of any Indebtedness or other obligations owing to the Lenders
under the Loan Agreement.


 


SECTION 8. APPLICABLE
LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON,
ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, INCLUDING BUT NOT LIMITED TO THE
VALIDITY, INTERPRETATION, CONSTRUCTION, BREACH, ENFORCEMENT OR TERMINATION HEREOF AND THEREOF, AND WHETHER ARISING IN CONTRACT OR TORT
OR OTHERWISE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAWS THEREOF (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 AND SECTION 5-1402).


 


SECTION 9. Successors
and Assigns. This Amendment shall bind and inure to the benefit of the parties hereto and their respective permitted successors and
assigns.


 


SECTION 10. Headings.
The headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction
of, or to be taken into consideration in interpreting, this Amendment.


 


SECTION 11. Severability.
In the event any one or more of the provisions contained in this Amendment should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby
(it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.


 


SECTION 12. Entire
Agreement. This Amendment and the Loan Agreement constitute the entire contract among the parties hereto relative to the subject matter
hereof. Any other previous agreement among the parties hereto with respect to the subject matter hereof is superseded by this Amendment.


 




    3


     


    

SECTION 13. Incorporation
by Reference. The provisions of Sections 7.04, 7.08, 7.12 and 7.13 of the Loan Agreement are hereby incorporated by reference as if
set forth in full herein, mutatis mutandis.


 


[Remainder of page
intentionally left blank]


 




    4


     


    

IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first
above written.


 


	 	
    WEBER-STEPHEN PRODUCTS LLC,

     

    as the Borrower

     
	 
	 	By	 
	 	 	/s/ William J. Horton	 
	 	 	Name: William J. Horton	 
	 	 	Title:Chief Financial Officer	 


 



	 	
    BDT Capital Partners Fund I,
    L.P., 

     

    as the Designated Lender and as a Lender

     
	 
	 	By	 
	 	 	/s/ Mary Ann Todd	 
	 	 	Name: Mary Ann Todd	 
	 	 	Title:Secretary & General Counsel	 


 



	 	
    BDT Capital Partners Fund I-A,
    L.P., 

     

    as a Lender

     
	 
	 	By	 
	 	 	/s/ Mary Ann Todd	 
	 	 	Name: Mary Ann Todd	 
	 	 	Title:Secretary & General Counsel	 




 


[Signature Page to Amendment No. 1 to Loan Agreement]





    5