briggs_amendmentno3






                                                                  EXECUTION VERSION                 AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT                 This Amendment No. 3 to Revolving Credit Agreement, dated as of April 21, 2020 (this  “Amendment”), is among BRIGGS & STRATTON CORPORATION, a Wisconsin corporation (the  “Lead Borrower”), the other Loan Parties party hereto, JPMORGAN CHASE BANK, N.A., as  Administrative Agent (the “Administrative Agent”) and the lenders party hereto (the “Lenders”).   Capitalized terms used and not otherwise defined herein have the definitions provided therefor in the  Credit Agreement referenced below.                                     W I T N E S S E T H:                WHEREAS, the Lead Borrower, the other Borrowers from time to time party thereto, the  Lenders (as defined therein) from time to time party thereto and the Administrative Agent are parties to  that certain Revolving Credit Agreement, dated as of September 27, 2019 (as amended, restated,  supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”;  the Credit  Agreement, as amended by this Amendment, the “Amended Credit Agreement”);                WHEREAS, pursuant to Section 13.12 of the Credit Agreement, the Loan Parties party to  the Credit Agreement, the Administrative Agent and the Required Lenders may amend the Credit  Agreement and in the case of any amendment, modification, or waiver of any provision relating to the  rights or obligations of any Issuing Bank, with the consent of such Issuing Bank; and                WHEREAS, the Lead Borrower has requested that the Administrative Agent, the Issuing  Banks and the Required Lenders amend, and the Administrative Agent, the Issuing Banks and the  Required Lenders have agreed to amend, the Credit Agreement as set forth herein.                NOW, THEREFORE, in consideration of the mutual agreements, provisions and  covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, and subject to  the conditions set forth herein, the parties hereto agree as follows:          1.    Amendments to the Credit Agreement.  Effective as of the date of satisfaction of the  conditions precedent set forth in Section 2 below, the parties hereto agree that:                (a)    Clauses (A) and (B) of Section 2.13(b) of the Credit Agreement are hereby        amended and restated to read as follows:                “(A) the LC Exposure shall not exceed $55,000,000 (the “LC Sublimit”), (B) the               North American LC Exposure shall not exceed $53,000,000 (the “North               American LC Sublimit”)”         2.     Conditions Precedent.  The effectiveness of this Amendment is subject to the conditions  precedent that:                (a)    the Administrative Agent shall have received counterparts to (i) this Amendment,         duly executed by each Loan Party party to the Credit Agreement, the Administrative Agent, the         Issuing Banks and Lenders constituting the Required Lenders and (ii) the Consent and         Reaffirmation attached hereto, duly executed by each Guarantor;                (b)    the Administrative Agent and its Affiliates shall have received all fees and other         amounts due and payable on or prior to the date hereof, including, to the extent invoiced,         reimbursement or payment of all reasonable and documented out-of-pocket expenses (including         reasonable and documented fees and expenses of counsel for the Administrative Agent) required     US-DOCS\114544397.3 





 






      to be reimbursed or paid by the Borrowers in connection with this Amendment and the other        Loan Documents.         3.     Representations and Warranties.  To induce the Administrative Agent to enter into this  Amendment, each Loan Party party hereto hereby represents and warrants to the Administrative Agent  and the Lenders that:                (a)    This Amendment and the Amended Credit Agreement constitute its legal, valid         and binding obligations, enforceable in accordance with their terms, subject to (i) the effects of         bankruptcy, insolvency, moratorium, reorganization, administration, examinership, fraudulent         conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of         equity (regardless of whether such enforceability is considered in a proceeding in equity or at         law) and (iii) implied covenants of good faith and fair dealing; and                (b)    As of the date hereof and immediately after giving effect to the terms of this         Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the         representations and warranties of the Loan Parties set forth in the Credit Agreement are true and         correct in all material respects (without duplication of any materiality standard set forth in any         such representation or warranty), except to the extent such representations and warranties         expressly relate to an earlier date, in which case such representations and warranties are true and         correct in all material respects as of such date (without duplication of any materiality standard set         forth in any such representation or warranty).          4.    Reference to and Effect on the Credit Agreement.                (a)    Upon the effectiveness hereof, each reference in the Credit Agreement to “this        Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in any        other Loan Document to the Credit Agreement (including, without limitation, by means of words        like “thereunder,” “thereof,” and words of like import), shall mean and be a reference to the        Amended Credit Agreement and this Amendment and the Credit Agreement shall be read        together and construed as a single instrument referred to herein as the Amended Credit        Agreement.                (b)    Except as expressly amended hereby, the Credit Agreement and all other        documents, instruments and agreements executed and/or delivered in connection therewith shall        remain in full force and effect and are hereby reaffirmed, ratified and confirmed.                (c)    The Liens and security interests in favor of the Collateral Agent for the benefit of        the Secured Parties securing payment of the Obligations (and all filings with any Governmental        Authority in connection therewith) are in all respects continuing and in full force and effect with        respect to all Obligations, in each case in accordance with and to the extent contemplated by the        terms of the respective Loan Documents.                (d)    Except with respect to the subject matter hereof, the execution, delivery and        effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of        the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit        Agreement or any other documents, instruments and agreements executed and/or delivered in        connection therewith.                (e)    This Amendment is a Loan Document under (and as defined in) the Credit        Agreement.                                              2   





 






5.     Miscellaneous.          (a)    Governing Law.  This Amendment shall be construed in accordance with and  governed by the law of the State of New York.          (b)    Headings.  The headings of the several Sections and subsections of this  Amendment are inserted for convenience only and shall not in any way affect the meaning or  construction of any provision of this Amendment.          (c)    Counterparts.  This Amendment may be executed in any number of counterparts  and by the different parties hereto on separate counterparts, each of which when so executed and  delivered shall be an original, but all of which shall together constitute one and the same  instrument.  Delivery of an executed counterpart of a signature page of this Amendment by  telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual  executed signature page shall be effective as delivery of a manually executed counterpart of this  Amendment.                               [Remainder of Page Intentionally Left Blank]                                         3                 





 






               IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly  executed by their respective authorized officers as of the day and year first above written.                                                                                                                              BRIGGS & STRATTON CORPORATION, as Lead                                          Borrower                                                                                    By: /s/ Andrea Golvach                                          Name: Andrea Golvach                                          Title: Vice President Treasurer                                                                                                                              BRIGGS & STRATTON AG, as Subsidiary Borrower                                                                                    By: /s/ Mark Schwertfeger                                          Name: Mark Schwertfeger                                          Title: Member of Board of Directors                                                                    Signature Page to Amendment No. 3 to Credit Agreement 





 






                                  JPMORGAN CHASE BANK, N.A., individually as a                    Lender, as an Issuing Bank and as Administrative Agent                                         By: John Morrone                    Name: John Morrone                    Title: Authorized Signer                        Signature Page to Amendment No. 3 to Credit Agreement 





 






                                                      JPMORGAN CHASE BANK, N.A., LONDON                    BRANCH, as an Issuing Bank and as a Swiss Lender                                         By: /s/ Kennedy A. Capin                    Name: Kennedy A. Capin                    Title: Authorized Officer                                            Signature Page to Amendment No. 3 to Credit Agreement 





 






                                  BANK OF AMERICA, N.A., as a Lender and as an                    Issuing Bank                                        By: /s/ Brian Conole                    Name: Brian Conole                    Title: Senior Vice President    Signature Page to Amendment No. 3 to Credit Agreement 





 






                                  BANK OF MONTREAL, as a Lender and as an Issuing                    Bank                                        By: /s/ Brittany Malone                    Name: Brittany Malone                    Title: Vice President                                                            BANK OF MONTREAL, LONDON BRANCH, as a                    Lender and as an Issuing Bank                                        By: /s/ Tom Woolgar                    Name: Tom Woolgar                    Title: Managing Director                                        By: /s/ Scott Matthews                    Name: Scott Matthews                    Title: Managing Director                                            Signature Page to Amendment No. 3 to Credit Agreement 





 






                                  WELLS FARGO BANK, NATIONAL ASSOCIATION,                    as a Lender and as an Issuing Bank                                        By: /s/ Nykole Hanna                    Name: Nykole Hanna                    Title: Authorized Signatory                                                            WELLS FARGO BANK, NATIONAL ASSOCIATION,                    LONDON BRANCH, as a Lender and as an Issuing                    Bank                                        By: /s/ Steven Chait                    Name: Steven Chait                    Title: Authorised Signatory                                                    Signature Page to Amendment No. 3 to Credit Agreement 





 






                                  U.S. BANK NATIONAL ASSOCIATION, as a Lender                                        By: /s/ Lynne Ciaccia                    Name: Lynne Ciaccia                    Title: Authorized Officer                                            Signature Page to Amendment No. 3 to Credit Agreement 





 






                                  CIBC BANK USA, as a Lender                                         By: /s/ Peter B. Campbell                    Name: Peter B. Campbell                    Title: Managing Director                                            Signature Page to Amendment No. 3 to Credit Agreement 





 






                                  FIRST MIDWEST BANK, as a Lender                                         By: /s/ Thomas Brennan                    Name: Thomas Brennan                    Title: Vice President                                                                                                            Signature Page to Amendment No. 3 to Credit Agreement 





 






                             CONSENT AND REAFFIRMATION                                                     Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No.  3 to the Revolving Credit Agreement, dated as of September 27, 2019 (as amended, supplemented or  otherwise modified from time to time, the “Credit Agreement”) by and among Briggs & Stratton  Corporation, a Wisconsin corporation (the “Lead Borrower”), each of the other Borrowers party thereto  from time to time, the Lenders party thereto from time to time, the Issuing Banks party thereto from time  to time and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent, the  Australian Security Trustee and the Swingline Lender, which Amendment No. 3 is dated as of April 21,  2020 (the “Amendment”).  Capitalized terms used in this Consent and Reaffirmation and not defined  herein shall have the meanings given to them in the Credit Agreement.   Without in any way establishing  a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the  Amendment and reaffirms the terms and conditions of the Guarantee Agreement and any other Loan  Document executed by it and acknowledges and agrees that such agreements and each and every such  Loan Document executed by the undersigned in connection with the Credit Agreement remains in full  force and effect and is hereby reaffirmed, ratified and confirmed.  All references to the Credit Agreement  contained in the above referenced documents shall be a reference to the Credit Agreement as so modified  by the Amendment and as the same may from time to time hereafter be amended, modified or restated.    Dated:  April 21, 2020                                     [Signature Page Follows]                                                  





 






                                             BRIGGS & STRATTON CORPORATION                                                              By: /s/ Andrea Golvach                               Name: Andrea Golvach                               Title: Vice President Treasurer                                                                                             BRIGGS & STRATTON AG                                                              By: /s/ Mark A. Schwertfeger                               Name: Mark A. Schwertfeger                               Title: Member of Board of Directors                                                                                             BRIGGS & STRATTON INTERNATIONAL AG                                                              By: /s/ Mark A. Schwertfeger                               Name: Mark A. Schwertfeger                               Title: Member of Board of Directors                                                                                             BILLY GOAT INDUSTRIES, INC.                                                              By: /s/ Andrea L. Golvach                               Name: Andrea L. Golvach                               Title: Vice President Treasurer                                                                                             ALLMAND BROS., INC.                                                              By: /s/ Andrea L. Golvach                               Name: Andrea L. Golvach                               Title: Vice President Treasurer                                   Signature Page to Consent and Reaffirmation (Amendment No. 3 to Credit Agreement)                 





 






  Signed, sealed and delivered by BRIGGS &    STRATTON AUSTRALIA PTY. LIMITED  ACN 006 576 656 in accordance with section 127  of the Corporations Act 2001 (Cth) by:                                                                                                 /s/ Mark A. Schwertfeger                   /s/ Andrea L. Golvach  Signature of director                     Signature of director/secretary                                                                                            Mark A. Schwertfeger                       Andrea L. Golvach  Name of director (print)                   Name of director/secretary (print)               Signature Page to Consent and Reaffirmation (Amendment No. 3 to Credit Agreement)   





 






  Signed, sealed and delivered by VICTA LTD    ACN 000 341 640 in accordance with section 127  of the Corporations Act 2001 (Cth) by:                                                                                            /s/ Mark A. Schwertfeger                   /s/ Harold L. Redman  Signature of director                     Signature of director/secretary   Mark A. Schwertfeger                       Harold L. Redman  Name of director (print)                   Name of director/secretary (print)                   Signature Page to Consent and Reaffirmation (Amendment No. 3 to Credit Agreement)