Exhibit 10.1 to Tennant Company Form 8-K dated March 4, 2009






Exhibit 10.1  





EXECUTION COPY  




AMENDMENT NO. 2


Dated as of March 4, 2009


to


CREDIT AGREEMENT


Dated as of June 19, 2007


                    THIS
AMENDMENT NO. 2 (“Amendment”) is made as of March 4, 2009 by and among
Tennant Company (the “Company”), the subsidiaries of the Company listed
on the signature pages hereof, the financial institutions listed on the
signature pages hereof and JPMorgan Chase Bank, National Association (“JPMorgan”),
as Administrative Agent (the “Administrative Agent”), under that certain
Credit Agreement dated as of June 19, 2007 by and among the Borrowers, the
Lenders and the Administrative Agent (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
given to them in the Credit Agreement.


                    WHEREAS,
the Company has requested that the Lenders and the Administrative Agent agree
to certain amendments to the Credit Agreement;


                    WHEREAS,
the Lenders party hereto and the Administrative Agent have agreed to such
amendments on the terms and conditions set forth herein;


                    NOW,
THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, the
Lenders party hereto and the Administrative Agent have agreed to enter into
this Amendment.


                    1.          Amendments
to Credit Agreement. Effective as of the date of satisfaction of the
conditions precedent set forth in Section 2 below, the Credit Agreement
is hereby amended as follows:


                    (a)        In
addition to acting as Administrative Agent, JPMorgan is appointed and
authorized to act as Collateral Agent under the Credit Agreement and the other
Loan Documents as further described in the following amendments.


                    (b)        Article
I of the Credit Agreement is amended to delete the following definitions
therein in their entirety: “Attributable Receivables Indebtedness”, “Permitted
Receivables Facility”, “Permitted Receivables Facility Assets”, “Permitted
Receivables Facility Documents”, “Permitted Receivables Related Assets”, “Receivables”,
“Receivables Entity”, “Receivables Seller”, and “Standard Securitization
Undertaking”,


                    (c)        The
definition of “Affected Foreign Subsidiary” appearing in Article I of the Credit
Agreement is amended to add the phrase “or Financial Assistance Problem”
immediately following the words “Deemed Dividend Problem” appearing therein.


                    (d)        The
definition of “Consolidated EBITDA” appearing in Article I of the Credit









Agreement is amended to (i) change existing clauses
(vi) and (vii) thereof to clauses (viii) and (ix), respectively, (ii) delete
the phrase “extraordinary non-cash gains realized other than in the ordinary
course of business” appearing in new clause (ix) thereof and to replace such
phrase with the phrase “all non-cash gains and income” and (iii) delete clause
(v) thereof and to replace such clause (v) with the following:


	
 

	
 


	
 

	
          (v)
 all non-cash losses, charges or expenses (including to the extent related to
 impairment of goodwill), (vi) cash restructuring charges of no more than
 $15,000,000 to the extent incurred in the Company’s fiscal quarter ending on
 or about December 31, 2008, (vii) additional cash restructuring charges,
 expenses or losses not to exceed $3,000,000 to the extent incurred in the
 Company’s fiscal year ending on or about December 31, 2009





                    (e)      The
definition of “Indebtedness” appearing in Article I of the Credit Agreement is amended
to (i) add the phrase “(calculated after giving effect to any netting
agreements) that such Person would be required to pay if such Swap Agreement or
other agreement were terminated” immediately following the words “any similar
type of agreement” appearing in clause (k) thereof and (ii) delete clause (l)
thereof and to replace such clause (l) with the following: (l) [Intentionally
Omitted].


                    (f)      The
definition of “Permitted Acquisition” appearing in Article I of the Credit
Agreement is amended to (i) delete the word “and” immediately preceding clause
(e) thereof and insert a comma in place thereof and (ii) add a new clause (f)
immediately following clause (e) as follows:


	
 

	
 


	
 

	
          and
 (f) the aggregate consideration paid during any fiscal year in respect of
 each such acquisition occurring from and after February 27, 2009, when taken
 together with the aggregate consideration paid during such fiscal year in
 respect of all other acquisitions occurring from and after February 27, 2009,
 does not exceed the Applicable Acquisition Basket.





                    (g)      The
definition of “Pledge Agreements” appearing in Article I of the Credit
Agreement is amended to (i) add the words “and Security” immediately following
the words “that certain Pledge” appearing therein, (ii) add the phrase “, or pledge
(if any) of other assets by,” immediately following the words “Equity Interests
of” appearing therein and (iii) add the phrase “, security agreements”
immediately following the words “share mortgages, charges” appearing therein.


                    (h)      Article
I of the Credit Agreement is amended to add the following definitions thereto
and, where applicable, replace the corresponding previously existing
definitions:


	
 

	
 


	
 

	
          “Applicable
 Acquisition Basket” means, with respect to the making of any acquisition,
 (i) for the fiscal year of the Company ending on or about December 31, 2009,
 $2,000,000 and (ii) for any fiscal year of the Company ending on or about
 December 31, 2010 and each fiscal year thereafter, the greatest of (A)
 $2,000,000, (B) subject to the succeeding clause (C), $25,000,000, solely to
 the extent that the Leverage Ratio shall be less than, at the time thereof
 and after giving effect thereto (on a pro forma basis), 3.00 to 1.00 or (C)
 $50,000,000, solely to the extent that the Leverage Ratio shall be less than,
 at the time thereof and after giving effect thereto (on a pro forma basis),
 2.50 to 1.00.


	
 

	
 


	
 

	
          “Alternate
 Base Rate” means, for any day, a rate per annum equal to the greatest of
 (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective
 Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a
 one month Interest Period on such day (or if such day is not a Business Day,
 the immediately preceding Business Day) plus 1%; provided that, for
 the avoidance of doubt, the Adjusted LIBO





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Rate for any day shall be based on the rate
 appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or
 substitute page of such page) at approximately 11:00 a.m. London time on such
 day. Any change in the Alternate Base Rate due to a change in the Prime Rate,
 the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective
 from and including the effective date of such change in the Prime Rate, the
 Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.


	
 

	
 


	
 

	
          “Agents”
 means the Administrative Agent and the Collateral Agent.


	
 

	
 


	
 

	
          “Amendment
 No. 2 Effective Date” means March 4, 2009.


	
 

	
 


	
 

	
          “Applicable
 Rate” means, for any day, with respect to any Eurocurrency Revolving
 Loan, any ABR Revolving Loan, or with respect to the facility fees payable
 hereunder, as the case may be, the applicable rate per annum set forth below
 under the caption “Eurocurrency Spread”, “ABR Spread” or “Facility Fee Rate”,
 as the case may be, based upon the Leverage Ratio applicable on such date:








	
 

	
 

	
 

	
 

	
 


	
 

	
Leverage Ratio:





	
Eurocurrency
Spread




	
Facility Fee
Rate




	
ABR Spread






	
   Category
 1:

	
<
 1.75 to 1.00

	
2.20%

	
0.30%

	
1.20%




	
   Category
 2:

	
> 1.75 to 1.00

 but

 < 2.50 to 1.00

	
2.60%

	
0.40%

	
1.60%


	
   Category
 3:

	
> 2.50 to 1.00 but

 < 3.25 to 1.00

	
2.75%

	
0.50%

	
1.75%


	
   Category
 4:

	
> 3.25 to 1.00

	
3.00%

	
0.50%

	
2.00%


	
 

	
 

	
 

	
 

	
 








	
 

	
 


	
 

	
                    For
 purposes of the foregoing, 


	
 

	
 


	
 

	
                    (i) if
 at any time the Company fails to deliver the Financials on or before the
 date the Financials are due, Category 4 shall be deemed applicable for the
 period commencing five (5) Business Days after the required date of delivery
 and ending on the date which is five (5) Business Days after the Financials
 are actually delivered, after which the Category shall be determined in
 accordance with the table above as applicable;


	
 

	
 


	
 

	
                    (ii) adjustments,
  if any, to the Category then in effect shall be effective five
 (5) Business Days after the Administrative Agent has received the applicable
 Financials (it being understood and agreed that each change in Category shall
 apply during the period commencing on the effective date of such change and
 ending on the date immediately preceding the effective date of the next such
 change); and


	
 

	
 


	
 

	
                    (iii) notwithstanding
 the foregoing, Category 4 shall be deemed to be applicable
 from the Amendment No. 2 Effective Date until the Administrative Agent’s
 receipt of the applicable Financials for the Company’s fiscal quarter ending
 on or about September 30, 2009 and adjustments to the Category then in effect
 shall thereafter be effected in accordance with the preceding paragraphs.





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          “Banking
 Services Agreement” means any agreement entered into by the Company or
 any Subsidiary in connection with Banking Services.


	
 

	
 


	
 

	
          “China
 Facility Guaranty Obligations” means up to, but not in excess of,
 $2,000,000 (plus accrued interest thereon) constituting obligations
 guaranteed under that certain Continuing and Unconditional Guaranty dated as
 of August 23, 2007 by the Company in favor of the Holder of China Facility
 Guaranty Obligations (as the same may be amended or modified from time to
 time) in respect of certain indebtedness owed by Tennant Cleaning Systems and
 Equipment (Shanghai) Co., Ltd.


	
 

	
 


	
 

	
          “Collateral”
 means any and all property owned, leased or operated by a Person (including,
 without limitation, the Pledged Equity) covered by the Collateral Documents
 and any and all other property of any Loan Party, now existing or hereafter
 acquired, that may at any time be or become subject to a security interest or
 Lien in favor of Collateral Agent, on behalf of itself and the Secured
 Parties, to secure the Secured Obligations; provided however that
 “Collateral” shall not include Excluded Assets.


	
 

	
 


	
 

	
          “Collateral
 Agent” means JPMorgan Chase Bank, N.A. in its capacity as Collateral
 Agent for the Secured Parties and any successor Collateral Agent appointed
 pursuant to the terms of the Intercreditor Agreement.


	
 

	
 


	
 

	
          “Collateral
 Documents” means, collectively, the Pledge Agreements and all other
 agreements, instruments and documents executed in connection with this
 Agreement that are intended to create or evidence Liens to secure the Secured
 Obligations, including, without limitation, all other security agreements,
 pledge agreements, mortgages, deeds of trust, loan agreements, notes,
 guarantees, subordination agreements, pledges, powers of attorney, consents,
 assignments, contracts, fee letters, notices, leases, financing statements
 and all other written matter whether heretofore, now, or hereafter executed
 by the Company or any of its Subsidiaries and delivered to the Collateral
 Agent.


	
 

	
 


	
 

	
          “Consolidated
 Interest Expense” means, with reference to any period, the interest
 expense (including without limitation interest expense under Capital Lease
 Obligations that is treated as interest in accordance with GAAP) of the
 Company and its Subsidiaries calculated on a consolidated basis for such
 period with respect to all outstanding Indebtedness of the Company and its
 Subsidiaries allocable to such period in accordance with GAAP (including,
 without limitation, all commissions, discounts and other fees and charges
 owed with respect to letters of credit and bankers acceptance financing and
 net costs under interest rate Swap Agreements to the extent such net costs
 are allocable to such period in accordance with GAAP).


	
 

	
 


	
 

	
          “Consolidated
 Total Indebtedness” means at any time the sum, without duplication, of
 (a) the aggregate Indebtedness of the Company and its Subsidiaries calculated
 on a consolidated basis as of such time in accordance with GAAP, (b) the
 aggregate amount of Indebtedness of the Company and its Subsidiaries relating
 to the maximum drawing amount of all letters of credit outstanding and
 bankers acceptances and (c) Indebtedness of the type referred to in clauses
 (a) or (b) hereof of another Person guaranteed by the Company or any of its
 Subsidiaries.


	
 

	
 


	
 

	
          “Defaulting
 Lender” means any Lender, as determined by the Administrative Agent, that
 has (a) failed to fund any portion of its Loans or participations in Letters
 of Credit or Swingline Loans within three Business Days of the date required
 to be funded





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by it hereunder, (b)
 notified the Company, the Administrative Agent, the Issuing Bank, the
 Swingline Lender or any Lender in writing that it does not intend to comply
 with any of its funding obligations under this Agreement or has made a public
 statement to the effect that it does not intend to comply with its funding
 obligations under this Agreement or under other agreements in which it
 commits to extend credit, (c) failed, within three Business Days after
 request by the Administrative Agent, to confirm that it will comply with the
 terms of this Agreement relating to its obligations to fund prospective Loans
 and participations in then outstanding Letters of Credit and Swingline Loans,
 (d) otherwise failed to pay over to the Administrative Agent or any other
 Lender any other amount required to be paid by it hereunder within three
 Business Days of the date when due, unless the subject of a good faith
 dispute, or (e) (i) become or is insolvent or has a parent company that has
 become or is insolvent or (ii) become the subject of a bankruptcy or
 insolvency proceeding, or has had a receiver, conservator, trustee or
 custodian appointed for it, or has taken any action in furtherance of, or
 indicating its consent to, approval of or acquiescence in any such proceeding
 or appointment or has a parent company that has become the subject of a
 bankruptcy or insolvency proceeding, or has had a receiver, conservator,
 trustee or custodian appointed for it, or has taken any action in furtherance
 of, or indicating its consent to, approval of or acquiescence in any such
 proceeding or appointment.


	
 

	
 


	
 

	
          “Excluded
 Assets” means (i) motor vehicles and other assets subject to certificates
 of title; (ii) any equipment, lease, license, contract, instrument or
 agreement to which any Loan Party is a party, if and so long as the pledge
 of, or grant of a security interest in, such property would result in (A) a
 breach of applicable law or (B) a breach, termination or default under the
 terms of such lease, license, contract, instrument or agreement or any
 agreement to which such equipment is subject (other than to the extent that
 any such term would be rendered ineffective pursuant to Sections 9-406,
 9-407, 9-408 or 9-409 of the UCC); (iii) assets to the extent a security
 interest in such assets would result in a Deemed Dividend Problem or a
 Financial Assistance Problem; (iv) assets consisting of real property or
 interests in real property; (v) fixtures; (vi) assets of the Company or any
 Domestic Subsidiary located in Australia or Japan, (vii) those assets as to
 which the Collateral Agent, by notice to the Company, reasonably determines
 that the burden or cost of obtaining such a security interest, pledge or
 perfection thereof outweighs the benefit to the Secured Parties of the
 security to be afforded thereby and (viii) any lease of equipment by a Loan
 Party and equipment subject thereto which are conveyed to a third party in
 connection with the financing of such lease and equipment, to the extent such
 Indebtedness and any Lien on such lease and/or equipment is otherwise
 permitted under Sections 6.01 and 6.02.


	
 

	
 


	
 

	
          “Financial
 Assistance Problem” means, with respect to any Foreign Subsidiary, the
 inability of such Foreign Subsidiary to become a Subsidiary Guarantor or to
 permit its Equity Interests or other assets from being pledged pursuant to a
 Pledge Agreement on account of legal or financial limitations imposed by the
 jurisdiction of organization of such Foreign Subsidiary or other relevant
 jurisdictions having authority over such Foreign Subsidiary, in each case as
 determined by the Company in its commercially reasonable judgment acting in
 good faith and in consultation with its legal and tax advisors.


	
 

	
 


	
 

	
          “Holder
 of China Facility Guaranty Obligations” means, to the extent the same is
 a Lender, Bank of America, N.A. (along with its subsidiaries and affiliates).





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          “Holders
 of Note Obligations” means the holders of the Note Obligations from time
 to time and shall include their respective successors, transferees and
 assigns.


	
 

	
 


	
 

	
          “Holders
 of Obligations” means the holders of the Obligations from time to time
 and shall include (i) each Lender and the Issuing Bank in respect of its
 Loans and LC Exposure respectively, (ii) the Administrative Agent, the
 Issuing Bank and the Lenders in respect of all other present and future
 obligations and liabilities of the Company and each Subsidiary of every type
 and description arising under or in connection with the Credit Agreement or
 any other Loan Document, (iii) each Lender and affiliate of such Lender in
 respect of Swap Agreements and Banking Services entered into with such Person
 by the Company or any Subsidiary, (iv) each indemnified party under Section
 9.03 in respect of the obligations and liabilities of the Borrowers to such
 Person hereunder and under the other Loan Documents, and (v) their respective
 successors and (in the case of a Lender, permitted) transferees and assigns.


	
 

	
 


	
 

	
          “Intercreditor
 Agreement” means an Intercreditor Agreement, if any, substantially in the
 form of Exhibit I hereto and entered into by and among the Administrative
 Agent, the Collateral Agent and the Holders of Note Obligations, as the same
 may be amended, restated, supplemented or otherwise modified from time to
 time.


	
 

	
 


	
 

	
          “Loan Documents”
 means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing
 Subsidiary Termination, the Subsidiary Guaranty, the Collateral Documents
 (including without limitation, the Pledge Agreements), the Intercreditor
 Agreement, any promissory notes executed and delivered pursuant to Section
 2.10(e) and any and all other instruments and documents executed and
 delivered in connection with any of the foregoing.


	
 

	
 


	
 

	
          “Note
 Obligations” means the Indebtedness and other obligations, if any, of the
 Company and its Subsidiaries under the Permitted Pro Rata Secured Financings.


	
 

	
 


	
 

	
          “Permitted
 Pro Rata Secured Financings” means those certain issuances of Indebtedness
 of the Company or any Domestic Subsidiary in compliance with Sections 2.11(c)
 and 6.01(j) pursuant to a privately placed note offering to institutional
 investors or other term loan financing from banks and/or institutional
 investors, in each case with a maturity date that is no earlier than the
 Maturity Date and otherwise pursuant to such terms and conditions as are
 approved by the Administrative Agent from time to time and in an aggregate
 cumulative principal amount not to exceed $80,000,000.


	
 

	
 


	
 

	
          “Pledge
 Subsidiary” means (i) each Domestic Subsidiary and (ii) each First Tier
 Foreign Subsidiary that is a Material Subsidiary.


	
 

	
 


	
 

	
          “Report”
 means reports prepared by either Agent or another Person showing the results
 of appraisals, field examinations or audits pertaining to the assets of the
 Company or any Subsidiary from information furnished by or on behalf of the
 Company or any of its Subsidiaries, after such Agent has exercised its rights
 of inspection pursuant to this Agreement, which Reports may be distributed to
 the Lenders by either Agent.


	
 

	
 


	
 

	
          “Secured
 Obligations” means the Obligations, the China Facility Guaranty
 Obligations and the Note Obligations, if any.





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          “Secured
 Parties” means the Holders of Obligations, the Holder of China Facility
 Guaranty Obligations and the Holders of Note Obligations, if any.


	
 

	
 


	
 

	
          “Subsidiary
 Guarantor” means (i) each Domestic Subsidiary and (ii) each First Tier
 Foreign Subsidiary that is a Material Subsidiary (other than Affected Foreign
 Subsidiaries). The Subsidiary Guarantors on the Effective Date are identified
 as such in Schedule 3.01 hereto.


	
 

	
 


	
 

	
          “UCC”
 means the Uniform Commercial Code as in effect from time to time in the State
 of New York or any other state the laws of which are required to be applied
 in connection with the issue of perfection of security interests.





                    (i)       Section
1.04 of the Credit Agreement is amended to add the following sentence at the
end thereof:


	
 

	
 


	
 

	
          Notwithstanding
 the foregoing, for purposes of determining compliance with the financial
 covenants contained in this Agreement, any election by the Company to measure
 an item of Indebtedness using fair value (as permitted by Statement of Financial
 Accounting Standards No. 159 or any similar accounting standard) shall be
 disregarded and such determination shall be made as if such election had not
 been made, all to the extent the Company has agreed, pursuant to any
 Permitted Pro Rata Secured Financing, that such election shall be disregarded
 and determination of compliance with any financial covenants thereunder shall
 be made as if such election had not been made.





                    (j)       Section
2.06(b) of the Credit Agreement is amended to delete the amount “$25,000,000”
appearing in clause (i) thereof and to replace such amount with the amount
“$10,000,000”.


                    (k)      Section
2.09(b) of the Credit Agreement is amended to add the following sentence at the
end thereof:


	
 

	
 


	
 

	
          The
 Commitments shall also reduce in accordance with the terms of Section
 2.11(c).





                    (l)       Section
2.11 of the Credit Agreement is amended to add the following as a new clause
(c) thereof:


	
 

	
 


	
 

	
          (c)          In the event
 and on each occasion that the Company or any of its Subsidiaries enters into
 any Permitted Pro Rata Secured Financing, the Company shall, to the extent
 any Revolving Loans are then outstanding, immediately thereafter, prepay the
 Revolving Loans in an aggregate amount equal to 100% of such proceeds. All
 prepayments required under this Section 2.11(c) shall be accompanied by a
 concurrent, automatic, irrevocable reduction and partial termination of the
 Commitments, with such reduction and partial termination allocated ratably
 among the Lenders in proportion to their respective Applicable Percentages,
 in an amount equal to (i) 50% of the amount of the aggregate principal amount
 of all Permitted Pro Rata Secured Financings to the extent such aggregate
 principal amount is in excess of $25,000,000 and to the extent such amount
 does not exceed $35,000,000 plus, if applicable, (ii) 100% of such aggregate
 principal amount in excess of $35,000,000 (it being understood and agreed
 that no such reduction and partial termination of Commitments shall be
 required if the aggregate principal amount of all Permitted Pro Rata Secured
 Financings are $25,000,000 or less).





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                    (m)     Section
2.13(a) of the Credit Agreement is amended to add the phrase “plus the
Applicable Rate” immediately after each reference to “Alternate Base Rate”
appearing therein.


                    (n)      Section
2.19(b) of the Credit Agreement is amended to delete the phrase “or if any Lender
defaults in its obligation fund Loans hereunder” appearing therein and to
replace such phrase with the phrase “or if any Lender is a Defaulting Lender”.


                    (o)      Section
2.20 of the Credit Agreement is amended to delete the amount “$100,000,000”
appearing therein and to replace such amount with the amount “$50,000,000”.


                    (p)      Article
II of the Credit Agreement is amended to add the following as new Section 2.24
thereto:


	
 

	
 


	
 

	
          SECTION
 2.24. Defaulting Lenders. Notwithstanding any provision of this
 Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
 the following provisions shall apply for so long as such Lender is a
 Defaulting Lender:


	
 

	
 


	
 

	
          (a)          if
 any Swingline Exposure or LC Exposure exists at the time a Lender is a
 Defaulting Lender, the Company shall within three Business Days
 following notice by the Administrative Agent (i) prepay such Swingline
 Exposure or, if agreed by the Swingline Lender, cash collateralize the
 Swingline Exposure of the Defaulting Lender on terms satisfactory to the
 Swingline Lender and (ii) cash collateralize such Defaulting Lender’s LC
 Exposure in accordance with the procedures set forth in Section 2.11 for so
 long as such LC Exposure is outstanding; and


	
 

	
 


	
 

	
          (b)          the
 Swingline Lender shall not be required to fund any Swingline Loan and the
 Issuing Bank shall not be required to issue, amend or increase any Letter of
 Credit unless it is satisfied that cash collateral will be provided by the
 Company in accordance with Section 2.24(a).





                    (q)     Section
3.03 of the Credit Agreement is amended to delete the reference to “Pledge
Agreements” appearing in clause (d) thereof and to replace such reference with
“Loan Documents”.


                    (r)      Section
3.13 of the Credit Agreement is amended to delete the reference to “Borrower”
appearing therein and to replace such reference with “Company”.


                    (s)      Article
III of the Credit Agreement is amended to add the following as a new Section
3.15 thereto:


	
 

	
 


	
 

	
          SECTION
 3.15. Security Interest in Collateral. The provisions of the
 Collateral Documents create legal and valid Liens on all the Collateral in
 favor of the Collateral Agent, for the benefit of the Secured Parties, and
 such Liens constitute perfected and continuing Liens on the Collateral,
 securing the Secured Obligations, enforceable against the applicable Loan
 Party and all third parties, and, subject to provisions of the UCC, having
 priority over all other Liens on the Collateral except in the case of (a)
 Permitted Encumbrances, to the extent any such Permitted Encumbrances would
 have priority over the Liens in favor of the Collateral Agent pursuant to any
 applicable law and (b) Liens perfected only by possession or control
 (including possession of any certificate of title) to the extent the
 Collateral Agent has not obtained or does not maintain possession or control
 of such Collateral.





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                    (t)      Section
5.01 of the Credit Agreement is amended to (i) change clauses (c), (d), (e) and
(f) thereof to new clauses (d), (e), (f) and (g), respectively, and (ii) add
the following as a new clause (c) thereof:


	
 

	
 


	
 

	
          (c)
 within thirty (30) days after the end of each fiscal month of the Company
 following request by the Administrative Agent and Required Lenders to the
 Company to deliver the same, its consolidated balance sheet and related
 statements of operations, stockholders’ equity and cash flows as of the end
 of and for such fiscal month and the then elapsed portion of the fiscal year,
 setting forth in each case in comparative form the figures for the
 corresponding period or periods of (or, in the case of the balance sheet, as
 of the end of) the previous fiscal year, all certified by one of its
 Financial Officers as presenting fairly in all material respects the
 financial condition and results of operations of the Company and its
 consolidated Subsidiaries on a consolidated basis in accordance with GAAP
 consistently applied, subject to normal year-end audit adjustments and the
 absence of footnotes;





                    (u)     Section
5.05 of the Credit Agreement is amended and restated in its entirety to read as
follows:


	
 

	
 


	
 

	
          SECTION
 5.05. Maintenance of Properties; Insurance. The Company will, and will
 cause each of its Subsidiaries to, (a) keep and maintain all property
 material to the conduct of its business in good working order and condition,
 ordinary wear and tear excepted, and (b) maintain, with financially sound and
 reputable insurance companies, insurance in such amounts and against such
 risks as are customarily maintained by companies engaged in the same or
 similar businesses operating in the same or similar locations. The Company
 will furnish to the Administrative Agent, upon request of the Collateral
 Agent, information in reasonable detail as to the insurance so maintained.
 The Company shall deliver to the Collateral Agent endorsements (x) to all
 “All Risk” physical damage insurance policies on all of the Loan Parties’
 tangible personal property and assets and business interruption insurance
 policies naming the Collateral Agent as lender loss payee, and (y) to all
 general liability and other liability policies naming the Administrative
 Agent an additional insured. In the event the Company or any of its
 Subsidiaries at any time or times hereafter shall fail to obtain or maintain
 any of the policies or insurance required herein or to pay any premium in
 whole or in part relating thereto, then the Collateral Agent, without waiving
 or releasing any obligations or resulting Default hereunder, may, following 3
 Business Days notice to the Company, at any time or times thereafter (but
 shall be under no obligation to do so) obtain and maintain such policies of
 insurance and pay such premiums and take any other action with respect
 thereto which the Collateral Agent deems advisable. All sums so disbursed by
 the Collateral Agent shall constitute part of the Obligations, payable as
 provided in this Agreement. The Company will furnish to the Agents and the
 Lenders prompt written notice of any casualty or other insured damage to any
 material portion of the Collateral or the commencement of any action or
 proceeding for the taking of any material portion of the Collateral or
 interest therein under power of eminent domain or by condemnation or similar
 proceeding.





                    (v)     Section
5.06 of the Credit Agreement is amended and restated in its entirety to read as
follows:


	
 

	
 


	
 

	
          SECTION 5.06. Books and Records; Inspection Rights.
 The Company will, and will cause each of its Subsidiaries to, keep proper
 books of record and account in which





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full, true and correct entries are made of all
 dealings and transactions in relation to its business and activities. The
 Company will, and will cause each of its Subsidiaries to, permit any
 representatives designated by either Agent or any Lender, upon reasonable
 prior notice, to visit and inspect its properties, to examine and make
 extracts from its books and records, and to discuss its affairs, finances and
 condition with its officers and independent accountants, all at such
 reasonable times and as often as reasonably requested. The Company
 acknowledges that either Agent, after exercising its rights of inspection,
 may prepare and distribute to the Lenders certain Reports pertaining to the
 Company and its Subsidiaries’ assets for internal use by the Agents and the
 Lenders. At any time that either Agent reasonably requests, the Company and
 the Subsidiaries will provide such Agent with appraisals or updates thereof
 of their inventory and other assets from an appraiser selected and engaged by
 such Agent, and prepared on a basis reasonably satisfactory to such Agent,
 such appraisals and updates to include, without limitation, information required
 by applicable law and regulations; provided, however, that if no Event of
 Default has occurred and is continuing, only one such appraisal per calendar
 year shall be at the sole expense of the Company.





                    (w)    Section
5.09 of the Credit Agreement is amended and restated in its entirety to read as
follows:


	
 

	
 


	
 

	
          SECTION
 5.09. Subsidiary Guaranty. As promptly as possible but in any event
 within thirty (30) days (or such later date as may be agreed upon by the
 Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary
 qualifies independently as, or is designated by the Company or the
 Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of
 “Subsidiary Guarantor”, the Company shall provide the Administrative Agent
 with written notice thereof setting forth information in reasonable detail
 describing the material assets of such Person and shall cause each such
 Subsidiary which also qualifies as a Subsidiary Guarantor to deliver to the Administrative
 Agent a joinder to the Subsidiary Guaranty and the Pledge Agreements (in each
 case in the form contemplated thereby) pursuant to which such Subsidiary
 agrees to be bound by the terms and provisions of thereof, such Subsidiary
 Guaranty to be accompanied by appropriate corporate resolutions, other
 corporate documentation and legal and joinder opinions in form and substance
 reasonably satisfactory to the Administrative Agent and its counsel.





                    (x)     Section
5.10 of the Credit Agreement is amended and restated in its entirety to read as
follows:


	
 

	
 


	
 

	
          SECTION
 5.10. Pledge Agreements; Additional Collateral; Further Assurances.


	
 

	
 


	
 

	
          (a)          The
 Company will cause, and will cause each other Subsidiary qualifying as a Loan
 Party to cause, all of its owned personal property (whether tangible,
 intangible, or mixed but excluding Excluded Assets) to be subject at all
 times to first priority, perfected Liens in favor of the Collateral Agent for
 the benefit of the Secured Parties to secure the Secured Obligations in
 accordance with the terms and conditions of the Collateral Documents, subject
 in any case to Liens permitted by Section 6.02. Without limiting the
 generality of the foregoing, the Company will cause the Applicable Pledge
 Percentage of the issued and outstanding Equity Interests of each Pledge
 Subsidiary directly owned by the Company or any other Subsidiary qualifying
 as a Loan Party to be subject at all times to a first priority, perfected
 Lien in favor of the Collateral Agent to secure the Secured Obligations in
 accordance with the terms and conditions of 





10









	
 

	
 


	
 

	
the Collateral Documents or such other security
 documents as the Collateral Agent shall reasonably request. Notwithstanding
 the foregoing, no Foreign Subsidiary that is a Loan Party shall be required
 to grant such Liens in favor of the Collateral Agent until and unless so
 reasonably requested by the Collateral Agent but subject to the exclusion of
 Excluded Assets.


	
 

	
 


	
 

	
            (b)          Without
 limiting the foregoing, the Company will, and will cause each Subsidiary to,
 execute and deliver, or cause to be executed and delivered, to the Collateral
 Agent such documents, agreements and instruments, and will take or cause to
 be taken such further actions (including (i) amendments, restatements,
 supplements or other modifications to the Pledge Agreements entered into
 prior to the Amendment No. 2 Effective Date and (ii) the filing and recording
 of financing statements and other documents and such other actions or
 deliveries of the type required by Section 4.01, as applicable), which may be
 required by law or which the Collateral Agent may, from time to time,
 reasonably request to carry out the terms and conditions of this Agreement
 and the other Loan Documents and to ensure perfection and priority of the
 Liens created or intended to be created by the Collateral Documents, all at
 the expense of the Company.


	
 

	
 


	
 

	
            (c)          If
 any assets are acquired by a Loan Party after the Effective Date (other than
 Excluded Assets and assets constituting Collateral under a Pledge Agreement
 that automatically become subject to the Lien under such Pledge Agreement
 upon acquisition thereof), the Company will notify the Collateral Agent
 thereof, and, if requested by the Collateral Agent, the Company will cause
 such assets to be subjected to a Lien securing the Secured Obligations and
 will take, and cause the other Loan Parties to take, such actions as shall be
 necessary or reasonably requested by the Collateral Agent to grant and
 perfect such Liens, including actions described in paragraph (c) of this
 Section, all at the expense of the Company.





                    (y)        Section
6.01(b) of the Credit Agreement is amended to delete the phrase “date hereof”
appearing therein and to replace such phrase with the phrase “Amendment No. 2
Effective Date”.


                    (z)        Section
6.01(e) of the Credit Agreement is amended to delete the amount “$15,000,000”
appearing therein and to replace such amount with the amount “$10,000,000”;


                    (aa)      Section
6.01(f) of the Credit Agreement is restated as follows: (f) [Intentionally
Omitted];


                    (bb)      Section
6.01(i) of the Credit Agreement is amended to add a semicolon to the end
thereof.


                    (cc)      Section
6.01(j) of the Credit Agreement is changed to a new Section 6.01(k) of the
Credit Agreement.


                    (dd)      Section
6.01 of the Credit Agreement is amended to add the following as a new clause
(j) thereof:


                                (j)          Indebtedness under Permitted Pro
Rata Secured Financings; and


                    (ee)      Section
6.02(a) of the Credit Agreement is amended to delete the phrase “the Pledge
Agreements” appearing therein and to replace such phrase with the phrase “any
Loan Document”.


11









                    (ff)       Section
6.02(f) of the Credit Agreement is restated as follows: (f) [Intentionally
Omitted]; and


                    (gg)      Section
6.02(g) of the Credit Agreement is amended to delete the amount “$15,000,000”
appearing therein and to replace such amount with the amount “$10,000,000”.


                    (hh)      Section
6.02 of the Credit Agreement is amended by adding the following sentence at the
end thereof: “Notwithstanding the foregoing, the Company will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any Lien on
any of their real properties or on assets located in Australia and Japan”.


                    (ii)       Section
6.03(iv) of the Credit Agreement is restated as follows: (iv) [Intentionally
Omitted]


                    (jj)       Section
6.03(v)(E) of the Credit Agreement is amended to delete the reference to “10%”
appearing therein and to replace such reference with “5%”.


                    (kk)     Section
6.04(b) of the Credit Agreement is amended and restated in its entirety to read
as follows:


	
 

	
 


	
 

	
            (b)          (i)
 investments by the Company existing on the date hereof in the capital stock
 of its Subsidiaries and (ii) other investments, capital contributions, loans,
 advances and book entries reflecting any of the foregoing by the Company in
 or to any Subsidiary and made by any Subsidiary to the Company or any other
 Subsidiary, in each case, in the case of this clause (ii), to the extent
 existing on the Amendment No. 2 Effective Date and set forth on Schedule
 6.04(b)(ii) hereto or after the Amendment No. 2 Effective Date converted from
 such investment, capital contribution, loan, advance or book entry to another
 investment, capital contribution, loan, advance or book entry of like amount
 and involving the same entities;





                    (ll)       Section
6.04(c) of the Credit Agreement is amended and restated in its entirety to read
as follows:


	
 

	
 


	
 

	
            (c)          investments,
 capital contributions, loans, advances or book entries reflecting any of the
 foregoing made by the Company in or to any Subsidiary and made by any
 Subsidiary to the Company or any other Subsidiary (provided that, in addition
 to the investments, capital contributions, loans, advances and book entries
 permitted by clause (b) above, not more than $50,000,000 in investments,
 loans or advances or capital contributions may be made and remain outstanding
 pursuant to this clause (c), during the term of this Agreement, by any Loan
 Party to a Subsidiary which is not a Loan Party);





                    (mm)   Section
6.04(f) of the Credit Agreement is amended to (i) add the phrase “capital
contribution,” immediately following the phrase “any other investment,”
appearing therein and (ii) delete the phrase “or advance” appearing therein and
to replace such phrase with the phrase “, advance or book entries reflecting
any of the foregoing”.


                    (nn)     Section
6.06(d) of the Credit Agreement is amended to (i) delete the phrase “2.50 to
1.00” appearing therein and to replace such phrase with the phrase “the
Applicable Ratio (as described in the table below)”, (ii) delete the amount
“$50,000,000” appearing therein and to replace such amount with the phrase “the
Applicable Amount (corresponding to the Applicable Ratio, all as described in
the table below)”, (iii) delete the period at the end thereof and to replace
such period with a semicolon and


12









(iv) to add the following table and language at the
end thereof:


	
 

	
 


	
Applicable Ratio

	
Applicable Amount


	
Less than 2.00 to 1.00

	
$40,000,000


	
Greater than or equal
 to 2.00 to 1.00

 but less than 2.50 to 1.00

	
$20,000,000


	
Greater than or equal
 to 2.50 to 1.00

 but less than 3.00 to 1.00

	
$15,000,000


	
Greater than or equal
 to 3.00 to 1.00

	
$12,000,000









	
 

	
 


	
 

	
          Notwithstanding
 the foregoing, in no event shall the Company be permitted to purchase,
 redeem, retire, acquire, cancel or terminate any shares of its outstanding
 common stock during the period beginning on the Amendment No. 2 Effective
 Date through and including December 31, 2009 other than as permitted under
 clauses (a) and (c) above.





                    (oo)    Clause
(i) of the proviso appearing in Section 6.08 of the Credit Agreement is amended
and restated in its entirety as follows:


	
 

	
 


	
 

	
          (i)
 the foregoing shall not apply to (A) restrictions and conditions imposed by
 law or by this Agreement, by the Permitted Pro Rata Secured Financings and
 (B) customary restrictions and conditions on then-market terms (for the
 applicable Indebtedness) imposed under the terms of any other Indebtedness
 permitted under clauses (e), (h), (i) or (j) of Section 6.01,





                    (pp)    Clause
(iii) of the proviso appearing in Section 6.08 of the Credit Agreement is
amended to delete the reference to “a Permitted Receivables Facility or”
contained therein.


                    (qq)   Section
6.10(a) of the Credit Agreement is amended and restated in its entirety to read
as follows:


	
 

	
 


	
 

	
          (a)          Maximum
 Leverage Ratio. The Company will not permit the ratio (the “Leverage
 Ratio”), determined as of the end of each of its fiscal quarters set
 forth below, of (i) Consolidated Total Indebtedness to (ii) Consolidated
 EBITDA for the period of 4 consecutive fiscal quarters ending with the end of
 such fiscal quarter, all calculated for the Company and its Subsidiaries on a
 consolidated basis, to be greater than the ratio set forth opposite such fiscal
 quarter:








	
 

	
 

	
 

	
 

	
 


	
 

	


Fiscal Quarter Ending On or About




	
 


	


Maximum Leverage Ratio




	
 


	
 

	
December 31, 2008

	
 

	
3.50 to 1.00

	
 


	
 

	
March 31, 2009

	
 

	
3.50 to 1.00

	
 


	
 

	
June 30, 2009

	
 

	
4.00 to 1.00

	
 


	
 

	
September 30, 2009

	
 

	
5.50 to 1.00

	
 


	
 

	
December 31, 2009 and
 each fiscal quarter ending thereafter

	
 

	
3.50 to 1.00

	
 





                    (rr)     Section
6.10(b) of the Credit Agreement is amended and restated in its entirety to read
as follows:


13









	
 

	
 


	
 

	
          (b)          Minimum
 Interest Coverage Ratio. The Company will not permit the ratio,
 determined as of the end of each of its fiscal quarters set forth below, of
 (i) Consolidated EBITDA for the period of 4 consecutive fiscal quarters
 ending with the end of such fiscal quarter to (ii) Consolidated Interest
 Expense for such period, all calculated for the Company and its Subsidiaries
 on a consolidated basis, to be less than the ratio set forth opposite such
 fiscal quarter:








	
 

	
 

	
 

	
 

	
 


	
 

	


Fiscal Quarter Ending On or About




	
 

	


Minimum Ratio




	
 


	
 

	
December 31, 2008

	
 

	
3.50 to 1.00

	
 


	
 

	
March 31, 2009

	
 

	
3.50 to 1.00

	
 


	
 

	
June 30, 2009

	
 

	
3.50 to 1.00

	
 


	
 

	
September 30, 2009

	
 

	
3.25 to 1.00

	
 


	
 

	
December 31, 2009 and
 each fiscal quarter ending thereafter

	
 

	
3.50 to 1.00

	
 





                    (ss)     Article
VII of the Credit Agreement is amended to add the following as new clauses (n),
(o) and (p) thereof:


	
 

	
 


	
 

	
          (n)          the
 breach of any of the terms or provisions of any Loan Document (other than
 this Agreement), which default or breach continues beyond any period of grace
 therein provided;


	
 

	
 


	
 

	
          (o)          any
 material provision of any Loan Document for any reason ceases to be valid,
 binding and enforceable in accordance with its terms (or the Company or any
 Subsidiary shall challenge the enforceability of any Loan Document or shall
 assert in writing, or engage in any action or inaction based on any such
 assertion, that any provision of any of the Loan Documents has ceased to be
 or otherwise is not valid, binding and enforceable in accordance with its
 terms); or


	
 

	
 


	
 

	
          (p)          any
 Collateral Document shall for any reason fail to create a valid and perfected
 first priority security interest in any portion of the Collateral purported
 to be covered thereby, except as permitted by the terms of any Loan Document;





                    (tt)     Article
VII of the Credit Agreement is amended to delete the word “obligations”
appearing immediately after the phrase “and all fees and other” appearing in
clause (ii) of the second to last paragraph thereof and to replace such word
with the word “Obligations”.


                    (uu)   Article
VII of the Credit Agreement is amended to (i) delete the final paragraph
thereof and (ii) add the following to the end thereof:


	
 

	
 


	
 

	
          Any
 proceeds of Collateral received by the Agents after an Event of Default has
 occurred and is continuing and the Agents so elect or the Required Lenders so
 direct, such funds shall be applied, subject to the terms of the
 Intercreditor Agreement, ratably first, to pay any fees, indemnities,
 or expense reimbursements including amounts then due to the Agents and the
 Issuing Bank from the Loan Parties, second, to pay any fees or expense
 reimbursements then due to the Lenders from the Loan Parties, third,
 to pay interest then due and payable on the Loans ratably, fourth, on
 a ratable basis, to prepay principal on the Loans and unreimbursed LC
 Disbursements, to pay an amount to the Administrative Agent equal to one
 hundred five percent (105%) of the aggregate undrawn face amount of all
 outstanding Letters of Credit and the aggregate amount of





14









	
 

	
 


	
 

	
any unpaid LC Disbursements to be held as cash
 collateral for such Obligations, to payment of any amounts owing with respect
 to Banking Services Obligations, Swap Obligations and the China Facility
 Guaranty Obligations, and fifth, to the payment of any other
 Obligation due to the Agents or any Lender by the Loan Parties. The Agents
 and the Lenders shall have the continuing and exclusive right to apply and
 reverse and reapply any and all such proceeds and payments to any portion of
 the Obligations.


	
 

	
 


	
 

	
          Upon
 the occurrence and during the continuance of an Event of Default, the
 Collateral Agent may, in accordance with the terms of the Intercreditor
 Agreement, exercise any rights and remedies provided to the Collateral Agent
 under the Loan Documents or at law or equity, including all remedies provided
 under the UCC.





                    (vv)   Article
VIII of the Credit Agreement is amended and restated in its entirety as set
forth in Annex I attached hereto.


                    (ww) Clause
(a)(ii) of Section 9.01 of the Credit Agreement is amended to add the phrase
“or the Collateral Agent” immediately after the reference to “Administrative
Agent” appearing therein.


                    (xx)   Clause
(a) of Section 9.03 of the Credit Agreement is amended and restated in its
entirety to read as follows:


	
 

	
 


	
 

	
          (a)          The
 Company shall pay (i) all reasonable out-of-pocket expenses incurred by the
 Agents and their Affiliates, including the reasonable fees, charges and
 disbursements of counsel for the Agents, in connection with the syndication
 of the credit facilities provided for herein, the preparation and
 administration of this Agreement and the other Loan Documents or any
 amendments, modifications or waivers of the provisions hereof or thereof
 (whether or not the transactions contemplated hereby or thereby shall be
 consummated), (ii) all reasonable out-of-pocket expenses incurred by the
 Issuing Bank in connection with the issuance, amendment, renewal or extension
 of any Letter of Credit or any demand for payment thereunder and (iii) all
 reasonable out-of-pocket expenses incurred by the Agents, the Issuing Bank or
 any Lender, including the fees, charges and disbursements of any counsel for
 the Agents, the Issuing Bank or any Lender, in connection with the
 enforcement or protection of its rights in connection with this Agreement,
 including its rights under this Section, or in connection with the Loans made
 or Letters of Credit issued hereunder, including all such out-of-pocket
 expenses incurred during any workout, restructuring or negotiations in
 respect of such Loans or Letters of Credit. Except as expressly otherwise set
 forth in Section 5.06, expenses being reimbursed by the Company under this
 Section include, without limiting the generality of the foregoing, reasonable
 costs and expenses incurred in connection with (x) appraisals and insurance
 reviews and (y) field examinations and the preparation of Reports based on
 the fees charged by a third party retained by either Agent or the reasonable
 internally allocated fees for each Person employed by either Agent with
 respect to each field examination. The Agents shall provide reasonably prompt
 statements for services to the Company.





                    (yy)   Clause
(b) of Section 9.03 of the Credit Agreement is amended to delete the reference
to “Administrative Agent” appearing therein and to replace such reference with
“Agents”.


                    (zz)   Clause
(c) of Section 9.03 of the Credit Agreement is amended and restated in its
entirety as follows:


15









	
 

	
 


	
 

	
           (c)          To
 the extent that the Company fails to pay any amount required to be paid by it
 to any Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or
 (b) of this Section, each Lender severally agrees to pay to such Agent, the
 Issuing Bank or the Swingline Lender, as the case may be, such Lender’s
 Applicable Percentage (determined as of the time that the applicable
 unreimbursed expense or indemnity payment is sought) of such unpaid amount
 (it being understood that the Company’s failure to pay any such amount shall
 not relieve the Company of any default in the payment thereof); provided
 that the unreimbursed expense or indemnified loss, claim, damage, liability
 or related expense, as the case may be, was incurred by or asserted against
 such Agent, the Issuing Bank or the Swingline Lender in its capacity as such.





                    (aaa)   Article
IX of the Credit Agreement is amended to add the following as a new Section
9.14 thereto:


	
 

	
 


	
 

	
           SECTION
 9.14. Appointment for Perfection. Each Lender hereby appoints each
 other Lender as its agent for the purpose of perfecting Liens, for the
 benefit of the Collateral Agent and the Secured Parties, in assets which, in
 accordance with Article 9 of the UCC or any other applicable law can be
 perfected only by possession. Should any Lender (other than the Collateral
 Agent) obtain possession of any such Collateral, such Lender shall notify the
 Collateral Agent thereof, and, promptly upon the Collateral Agent’s request
 therefor shall deliver such Collateral to the Collateral Agent or otherwise
 deal with such Collateral in accordance with the Collateral Agent’s
 instructions.





                    (bbb)  The
Credit Agreement is amended to add a new Schedule 6.01 thereto as set forth in Annex
II attached hereto.


                    (ccc)   The
Credit Agreement is amended to add a new Schedule 6.04(b)(ii) thereto as set
forth in Annex II attached hereto.


                    (ddd)  Exhibit
H to the Credit Agreement is amended and restated in its entirety as set forth
in Annex III attached hereto.


                    (eee)   The
Credit Agreement is amended to add a new Exhibit I thereto as set forth in Annex
IV attached hereto.


                    2.        Conditions
of Effectiveness. The effectiveness of this Amendment is subject to the
conditions precedent that (a) the Administrative Agent shall have received
counterparts of this Amendment duly executed by the Collateral Agent, the
Company, the Required Lenders and the Administrative Agent and the Consent and
Reaffirmation attached hereto duly executed by the Subsidiary Guarantors, (b)
the Company shall have paid to the Administrative Agent, for the account of
each Lender which delivers its executed signature page hereto by such time as
is requested by the Administrative Agent, an amendment fee in an amount equal
to 0.25% of such Lender’s Commitment, (c) the Company shall have paid all fees
and expenses of the Administrative Agent and its affiliates (including, to the
extent invoiced, reasonable attorneys’ fees and expenses) in connection with
this Amendment and the other Loan Documents and (d) the Company and its
Subsidiaries shall have delivered to the Administrative Agent and the
Collateral Agent all Collateral Documents and related instruments and documents
requested by the Administrative Agent and the Collateral Agent in connection
with the effectiveness of this Amendment.


                    3.       Representations
and Warranties of the Company. The Company hereby represents and warrants
as follows:


16









                    (a)       This
Amendment and the Credit Agreement, as amended hereby, constitute legal, valid
and binding obligations of the Company and are enforceable against the Company
in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


                    (b)       As
of the date hereof and giving effect to the terms of this Amendment, (i) no
Default shall have occurred and be continuing and (ii) the representations and
warranties of the Company set forth in the Credit Agreement, as amended hereby,
are true and correct as of the date hereof in all material respects.


                    4.        Reference
to and Effect on the Credit Agreement.


                    (a)       Upon
the effectiveness hereof, each reference to the Credit Agreement in the Credit
Agreement or any other Loan Document shall mean and be a reference to the
Credit Agreement as amended hereby.


                    (b)       Except
as specifically amended above, 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 ratified and confirmed.


                    (c)       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.


                    5.        Governing
Law. This Amendment shall be construed in accordance with and governed by
the law of the State of New York.


                    6.        Headings.
Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other
purpose.


                    7.        Counterparts.
This Amendment may be executed by one or more of the parties hereto on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Signatures delivered
by facsimile or PDF shall have the same force and effect as manual signatures
delivered in person.


[Signature Pages
Follow]


17









                    IN
WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
first above written.


	
 

	
 

	
 

	
 


	
 

	
TENNANT COMPANY,

	
 


	
 

	
as the Company

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	 
	
 


	
 

	
Name:

	
 


	
 

	
Title:

	
 


	
 

	
 

	
 


	
 

	
TENNANT SCOTLAND LIMITED,

	
 


	
 

	
as a Foreign Subsidiary Borrower

	
 


	
 

	
 

	
 


	
 

	
By:

	 
	
 


	
 

	
Name:

	
 


	
 

	
Title:

	
 





Signature Page to
Amendment No. 2

Tennant Company

Credit Agreement dated as of June 19, 2007









	
 

	
 

	
 

	
 


	
 

	
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually
 as a Lender, as Swingline Lender, as Issuing Bank and as Administrative Agent


	
 

	
 


	
 

	
By:

	 
	
 


	
 

	
Name:


	
 

	
Title:


	
 

	
 


	
 

	
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,


	
 

	
as Collateral Agent


	
 

	
 


	
 

	
By:

	 
	
 


	
 

	
Name:


	
 

	
Title:





Signature Page to
Amendment No. 2

Tennant Company

Credit Agreement dated as of June 19, 2007









	
 

	
 

	
 

	
 


	
 

	
BANK OF AMERICA, N.A., individually as a Lender and
 as Co-Syndication Agent


	
 

	
 


	
 

	
By:

	 
	
 


	
 

	
Name:


	
 

	
Title:





Signature Page to
Amendment No. 2

Tennant Company

Credit Agreement dated as of June 19, 2007









	
 

	
 

	
 

	
 


	
 

	
BMO CAPITAL MARKETS FINANCING, INC., individually as
 a Lender and as Co-Documentation Agent


	
 

	
 


	
 

	
By:

	 
	
 


	
 

	
Name:


	
 

	
Title:





Signature Page to
Amendment No. 2

Tennant Company

Credit Agreement dated as of June 19, 2007









	
 

	
 

	
 

	
 


	
 

	
U.S. BANK NATIONAL ASSOCIATION, individually as a
 Lender and as Co-Documentation Agent


	
 

	
 


	
 

	
By:

	 
	
 


	
 

	
Name:


	
 

	
Title:





Signature Page to
Amendment No. 2

Tennant Company

Credit Agreement dated as of June 19, 2007









	
 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION,

 as a Lender


	
 

	
 


	
 

	
By:

	 
	
 


	
 

	
Name:


	
 

	
Title:





Signature Page to
Amendment No. 2

Tennant Company

Credit Agreement dated as of June 19, 2007









CONSENT AND
REAFFIRMATION


                    Each
of the undersigned hereby acknowledges receipt of a copy of the foregoing
Amendment No. 2 to the Credit Agreement dated as of June 19, 2007 (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”) by and among Tennant Company (the “Company”),
the Foreign Subsidiary Borrowers from time to time party thereto (together with
the Company, the “Borrowers”), the financial institutions from time to
time party thereto (the “Lenders”) and JPMorgan Chase Bank, National
Association, as Administrative Agent (the “Administrative Agent”), which
Amendment No. 2 is dated as of March 4, 2009 (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 Subsidiary Guaranty 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: March 4, 2009


[Signature Page
Follows]









	
 

	
 

	
 

	
 


	
 

	
TENNANT SALES AND SERVICE COMPANY


	
 

	
 

	
 

	
 


	
 

	
By:

	 
	
 


	
 

	
Name:


	
 

	
Title:















ANNEX
I


ARTICLE
VIII


The Administrative Agent and the Collateral
Agent


                    Each
of the Lenders (including the Holder of China Facility Guaranty Obligations)
and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. as
Administrative Agent and Collateral Agent hereunder and under each other Loan
Document, and each of the Lenders and the Issuing Bank authorizes each of the
Agents to enter into the Intercreditor Agreement, on behalf of such Lender and
the Issuing Bank (each Lender and the Issuing Bank hereby agreeing to be bound
by the terms of the Intercreditor Agreement, as if it were a party thereto) and
to take such actions on its behalf, including execution of the other Loan
Documents, and on behalf of the Secured Parties and to exercise such powers as
are delegated to the Agents by the terms hereof and the terms of the other Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.


                    The
bank serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with Company or any Subsidiary or other Affiliate thereof as
if it were not the Administrative Agent hereunder.


                    No
Agent shall have any duties or obligations except those expressly set forth
herein. Without limiting the generality of the foregoing, (a) no Agent shall be
subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) no Agent shall have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that such Agent
is required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 9.02) or as otherwise set forth in the Intercreditor
Agreement, and (c) except as expressly set forth herein, no Agent shall have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Company or any of its Subsidiaries that is
communicated to or obtained by the bank serving as either Agent or any of its
Affiliates in any capacity. No Agent shall be liable for any action taken or
not taken by it with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or willful misconduct. No Agent shall be deemed to have knowledge of
any Default unless and until written notice thereof is given to such Agent by
the Company or a Lender, and neither shall be responsible for or have any duty
to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (iii)
the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document (other than the Intercreditor
Agreement) or other instrument or document, (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to such Agent or (vi) the
creation, perfection or priority of Liens on the Collateral or the existence of
the Collateral.


                    The
Agents shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing believed by it to be genuine and to have been signed
or sent by the proper Person. The Agents also may rely upon any statement made
to it orally or by telephone and believed by it to be made by the proper
Person, and









shall not incur any
liability for relying thereon. The Agents may consult with legal counsel (who
may be counsel for the Company), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.


                    Either
Agent may perform any and all its duties and exercise its rights and powers by
or through any one or more subagents appointed by such Agent. The Agents and
any such subagent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions
of the preceding paragraphs shall apply to any such subagent and to the Related
Parties of the Agents and any such subagent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as an Agent.


                    Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Company. Upon any such
resignation, the Required Lenders shall have the right, with the approval of
the Company (such approval not to be unreasonably withheld or delayed), to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent which shall be a bank with an office
in New York, New York, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by any Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between such Borrower and such successor. After the Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while it was acting as Administrative Agent.


                    Each
Lender acknowledges that it has, independently and without reliance upon either
Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon either Agent or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or
based upon this Agreement, any related agreement or any document furnished
hereunder or thereunder.


                    None
of the Lenders, if any, identified in this Agreement as a Syndication Agent or
Co-Documentation Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of such Lenders shall
have or be deemed to have a fiduciary relationship with any Lender. Each Lender
hereby makes the same acknowledgments with respect to the relevant Lenders in
their respective capacities as Syndication Agent or Co-Documentation Agents, as
applicable, as it makes with respect to the Administrative Agent in the
preceding paragraph.


                    In
its capacity, the Collateral Agent is a “representative” of the Secured Parties
within the meaning of the term “secured party” as defined in the New York
Uniform Commercial Code. Each Lender and the Administrative Agent authorizes
the Collateral Agent to enter into each of the Collateral Documents to which it
is a party and to take all action contemplated by such documents. Each Lender









agrees that no Secured
Parties (other than the Collateral Agent) shall have the right individually to
seek to realize upon the security granted by any Pledge Agreement, it being
understood and agreed that such rights and remedies may be exercised solely by
the Collateral Agent for the benefit of the Secured Parties upon the terms of
the Collateral Documents. In the event that any Collateral is hereafter pledged
by any Person as collateral security for the Secured Obligations, the
Collateral Agent is hereby authorized, and hereby granted a power of attorney,
to execute and deliver on behalf of the Secured Parties any Loan Documents
necessary or appropriate to grant and perfect a Lien on such Collateral in
favor of the Collateral Agent on behalf of the Secured Parties. The Lenders and
the Administrative Agent hereby authorize the Collateral Agent, at its option
and in its discretion, to release any Lien granted to or held by the Collateral
Agent upon any Collateral (i) as permitted by, but only in accordance with, the
terms of the applicable Loan Document; or (ii) if approved, authorized or
ratified in writing by the Required Lenders, unless such release is required to
be approved by all of the Lenders hereunder. Upon request by the Collateral
Agent at any time, the Lenders and the Administrative Agent will confirm in
writing the Collateral Agent’s authority to release particular types or items
of Collateral pursuant hereto. Upon any sale or transfer of assets constituting
Collateral which is permitted pursuant to the terms of any Loan Document, or
consented to in writing by the Required Lenders or all of the Lenders, as
applicable, and upon at least five Business Days’ prior written request by the
Company to the Collateral Agent, the Collateral Agent shall (and is hereby
irrevocably authorized by the Lenders and the Administrative Agent to) execute
such documents as may be necessary to evidence the release of the Liens granted
to the Collateral Agent for the benefit of the Secured Parties herein or
pursuant hereto upon the Collateral that was sold or transferred; provided,
however,
that (i) the Collateral Agent shall not be required to execute any such
document on terms which, in the Collateral Agent’s opinion, would expose the
Collateral Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty,
and (ii) such release shall not in any manner discharge, affect or impair the
Obligations or any Liens upon (or obligations of the Company or any Subsidiary
in respect of) all interests retained by the Company or any Subsidiary,
including (without limitation) the proceeds of the sale, all of which shall
continue to constitute part of the Collateral.


                    In
connection with a Foreign Subsidiary Borrower organized under the laws of
England and Wales (a “UK Borrower”), each Lender (i) irrevocably
appoints the Administrative Agent to act as syndicate manager under, and
authorizes the Administrative Agent to operate, and take any action necessary
or desirable under, the Provisional Treaty Relief scheme as described in the
United Kingdom’s Inland Revenue Guidelines dated January 2003 and administered
by the United Kingdom’s H.M. Revenue & Custom’s Centre for Non-Residents
(the “PTR Scheme”) in connection with this Agreement, (ii) shall
co-operate with the Administrative Agent in completing any procedural
formalities necessary under the PTR Scheme, and shall promptly supply to the
Administrative Agent such information as the Administrative Agent may request
in connection with the operation of the PTR Scheme and (iii) without limiting
the liability of any UK Borrower under this Agreement, shall, within 5 Business
Days of demand, indemnify the Administrative Agent for any liability or loss
incurred by the Administrative Agent as a result of the Administrative Agent
acting as syndicate manager under the PTR Scheme in connection with such
Lender’s participation in any Loan (except to the extent that the liability or
loss arises directly from the Administrative Agent’s gross negligence or
willful misconduct). Each UK Borrower acknowledges that it is fully aware of
its contingent obligations under the PTR Scheme and shall promptly supply to
the Administrative Agent such information as the Administrative Agent may
request in connection with the operation of the PTR Scheme and act in
accordance with any provisional notice issued by the UK Inland Revenue under
the PTR Scheme. The Administrative Agent agrees to provide, as soon as
reasonably practicable, a copy of any provisional authority issued to it under
the PTR Scheme in connection with any Loan to any UK Borrower. All parties
hereto acknowledge that (i) the Administrative Agent is entitled to rely
completely upon information provided to it in connection with this paragraph,
(ii) is not obliged to undertake any enquiry into the accuracy of such
information, nor into the taxation status of any Lender or,









as the case may be, any
UK Borrower providing such information and (iii) shall have no liability to any
person for the accuracy of any information it submits in connection with this
paragraph.


                    Each
Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on
its behalf and on the behalf of its affiliated Secured Parties, hereby
irrevocably constitute the Collateral Agent as the holder of an irrevocable
power of attorney (fondé de pouvoir within the meaning of
Article 2692 of the Civil Code of Québec) in order to hold hypothecs and
security granted by each Borrower or any Subsidiary on property pursuant to the
laws of the Province of Quebec to secure obligations of any Borrower or any
Subsidiary under any bond, debenture or similar title of indebtedness issued by
any Borrower or any Subsidiary in connection with this Agreement, and agree
that the Collateral Agent may act as the bondholder and mandatary with respect
to any bond, debenture or similar title of indebtedness that may be issued by
any Borrower or any Subsidiary and pledged in favor of the Secured Parties in
connection with this Agreement. Notwithstanding the provisions of Section 32 of
the An Act respecting the special powers of legal persons (Quebec), JPMorgan
Chase Bank, National Association as Collateral Agent may acquire and be the
holder of any bond issued by any Borrower or any Subsidiary in connection with
this Agreement (i.e., the fondé de pouvoir may acquire and hold the
first bond issued under any deed of hypothec by any Borrower or any
Subsidiary).


                    The
Collateral Agent is hereby authorized to execute and deliver any documents
necessary or appropriate to create and perfect the rights of pledge for the
benefit of the Secured Parties including a right of pledge with respect to the
entitlements to profits, the balance left after winding up and the voting
rights of the Company as ultimate parent of any subsidiary of the Company which
is organized under the laws of the Netherlands and the Equity Interests of
which are pledged in connection herewith (a “Dutch Pledge”). Without
prejudice to the provisions of this Agreement and the other Loan Documents, the
parties hereto acknowledge and agree with the creation of parallel debt
obligations of the Company or any relevant Subsidiary as will be described in
any Dutch Pledge (the “Parallel Debt”), including that any payment
received by the Collateral Agent in respect of the Parallel Debt will -
conditionally upon such payment not subsequently being avoided or reduced by
virtue of any provisions or enactments relating to bankruptcy, insolvency,
preference, liquidation or similar laws of general application - be deemed a
satisfaction of a pro rata portion of the corresponding amounts of the Secured
Obligations, and any payment to the Secured Parties in satisfaction of the
Secured Obligations shall - conditionally upon such payment not subsequently
being avoided or reduced by virtue of any provisions or enactments relating to
bankruptcy, insolvency, preference, liquidation or similar laws of general
application - be deemed as satisfaction of the corresponding amount of the
Parallel Debt. The parties hereto acknowledge and agree that, for purposes of a
Dutch Pledge, any resignation by the Collateral Agent is not effective until
its rights under the Parallel Debt are assigned to the successor Collateral
Agent.


                    The
parties hereto acknowledge and agree for the purposes of taking and ensuring
the continuing validity of German law governed pledges (Pfandrechte) with the
creation of parallel debt obligations of the Borrowers as will be further
described in a separate German law governed parallel debt undertaking. The
Collateral Agent shall (i) hold such parallel debt undertaking as fiduciary
agent (Treuhaender)
and (ii) administer and hold as fiduciary agent (Treuhaender) any pledge
created under a German law governed Collateral Document which is created in
favor of any Secured Party or transferred to any Secured Party due to its
accessory nature (Akzessorietaet), in each case in its own name and for the
account of the Secured Parties. Each Lender, on its own behalf and on behalf of
its affiliated Secured Parties, hereby authorizes the Collateral Agent to enter
as its agent in its name and on its behalf into any German law governed
Collateral Document, to accept as its agent in its name and on its behalf any
pledge under such Collateral Document and to agree to and execute as agent its
in its name and on its behalf any amendments, supplements and other alterations
to any such Collateral Document and to release any such Collateral Document and
any pledge created under any such Collateral Document in accordance with the
provisions herein and/or the provisions in any such Collateral Document.









                    No
agreement shall amend, modify or otherwise affect the rights or duties of the
Collateral Agent without the prior written consent of the Collateral Agent.