briggs_amendmentno6toabl






                                                            EXECUTION VERSION                AMENDMENT NO. 6 TO REVOLVING CREDIT AGREEMENT                 This Amendment No. 6 to Revolving Credit Agreement, dated as of July 14, 2020 (this  “Amendment”), is among BRIGGS & STRATTON CORPORATION, a Wisconsin corporation (the   “Lead Borrower”), each other Loan Party, 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               WHEREAS, the Lead Borrower has requested that the Administrative Agent and the  Required Lenders amend, and the Administrative Agent 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 3 below, the parties hereto agree that:                (a)   Section 2.03 is hereby amended to add the following sentence at the end of such        Section:                Notwithstanding anything contained in this Agreement, from and after July 13,        2020, any Borrowing by a U.S. Borrower shall be in U.S. Dollars only and shall be        comprised entirely of Base Rate Loans and no U.S. Borrower shall be permitted to        request LIBO Rate Loans hereunder.                (b)   The last sentence of Section 2.08(e) of the Credit Agreement is hereby amended        by deleting the words “and the Administrative Agent, at the request of the Required Lenders, so        notifies the Lead Borrower”.                (c)   Section 2.08 of the Credit Agreement is hereby amended to add a new clause (f)          which shall read as follows:                (f)   Notwithstanding anything contained in this Agreement, from and after               July 13, 2020, no Borrowing by a U.S. Borrower in U.S. Dollars may be               converted or continued as Borrowings of LIBO Rate Loans and all such               Borrowings shall be comprised entirely of Base Rate Loans.        US-DOCS\116967419.4 





 






             (d)   Section 11.01(o) of the Credit Agreement is hereby amended by replacing the        words “July 15, 2020” therein with the words “July 19, 2020”.          2.    Conditional Limited Waiver.  The Lead Borrower has requested the Administrative   Agent and the Required Lenders to waive the occurrence of any Default or Event of Default occurring   under Section 11.01(f) of the Credit Agreement as a result of the Borrower’s failure to pay interest in   respect of the Senior Notes on July 15, 2020 (the “Specified Default”). In reliance on the representations   and warranties of the Lead Borrower set forth in Section 4 below, and subject to the satisfaction of the   conditions precedent set forth in Section 3 below, the Lenders party hereto and the Administrative Agent   hereby waive the Specified Default but, for the avoidance of doubt, not any other Default or Event of  Default; provided that the foregoing waiver shall be null, void and of no further force and effect, and the   Administrative Agent and Lenders shall have all the rights and remedies afforded by the Credit   Agreement and the other Loan Documents as if such waiver had never been granted immediately upon the   occurrence of a Noteholder Enforcement Action.  This specific limited conditional waiver applies only to   the Specified Default and only for the express circumstances described above.  This specific waiver shall   not be construed to constitute (i) a waiver of any other event, circumstance or condition or of any other   right or remedy available to the Administrative Agent or any Lender pursuant to the Credit Agreement or   any other Loan Document or other applicable law or (ii) a custom or course of dealing or a consent to any   departure by the Lead Borrower or any other Loan Party from any other term or requirement of the Credit   Agreement or any other Loan Document.  This Section 2 is a limited conditional waiver and shall not be   deemed to constitute a waiver of any other term, provision or condition of the Credit Agreement or any   other Loan Document, as applicable, or to prejudice any right, power or remedy that Administrative   Agent and the Lenders may now have or may have in the future under or in connection with the Credit   Agreement or any other Loan Document or other applicable law.           For purposes of this Section 2, “Noteholder Enforcement Action” shall mean, for any holder of   the Senior Notes and/or any indenture trustee, agent or other representative thereof, (a) to take from or for   the account of the Lead Borrower or any of its Subsidiaries (“Briggs Party”) by set-off or in any other   manner, the whole or any part of any moneys which may now or hereafter be owing by such Briggs Party   with respect to any Indebtedness under the Senior Notes (such Indebtedness, the “Specified Debt”), (b) to   sue for payment of, or to initiate or participate with others in any suit, action or proceeding against any   Briggs Party to (i) enforce payment of or to collect the whole or any part of the Specified Debt, (ii)    commence or join with other Persons to commence any voluntary or involuntary insolvency, bankruptcy,   receivership, interim-receivership, custodianship, liquidation, dissolution, reorganization, assignment for   the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers   or any other proceeding for the liquidation, dissolution or other winding up of any Briggs Party, initiated   under any Debtor Relief Laws, or (iii) commence judicial or private enforcement of any of the rights and   remedies under the documents evidencing or otherwise relating to the Specified Debt or applicable law   with respect to the Specified Debt, (c) to accelerate all or any portion of the  Specified Debt, (d) to take   any action to enforce any rights or remedies with respect to the Specified Debt, (e) to exercise any   conversion option to convert the Specified Debt into equity or put option or to cause any Briggs Party to   honor any redemption or mandatory prepayment obligation under any document evidencing or otherwise   relating to the Specified Debt or (f) directly or indirectly support any action described in (a) to (e) above   taken by any other Person.          3.    Conditions Precedent.  The effectiveness of this Amendment is subject to the conditions   precedent that:                (a)   the Administrative Agent shall have received counterparts to this Amendment,        duly executed by each Loan Party, the Administrative Agent and Lenders constituting the        Required Lenders; and                                          2    





 






            (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       to be reimbursed or paid by the Borrowers in connection with this Amendment and the other       Loan Documents.         4.    Representations and Warranties.  To induce the Administrative Agent to enter into this  Amendment, each Loan Party 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 (other than the Specified 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).         5.    Reaffirmation.  Without in any way establishing a course of dealing by the  Administrative Agent or any Lender, each Loan Party consents to this 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 Amended 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 Amended Credit Agreement and as the same may from  time to time hereafter be amended, modified or restated.         6.    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                                        3   





 






 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.    7.    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.          8.    Release; Loan Party Acknowledgment.            (a)   In consideration of, among other things, the Administrative Agent’s and the  Lenders’ execution and delivery of this Amendment, each of the Lead Borrower and the other  Loan Parties, on behalf of itself and its agents, representatives, officers, directors, advisors,  employees, subsidiaries, affiliates, successors, and assigns (collectively, the “Releasors”), hereby   absolutely, unconditionally, irrevocably, and forever agrees and covenants not to sue or prosecute   (at law, in equity, in any regulatory proceeding, or otherwise) against any Releasee (as hereinafter   defined) and hereby forever waives, releases, and discharges, to the fullest extent permitted by   law, each Releasee from any and all claims (including, without limitation, crossclaims,   counterclaims, rights of set-off, and recoupment), defenses, affirmative defenses, actions, causes  of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential  damages, demands, agreements, bonds, bills, specialties, covenants, controversies, agreements,   provisions, liabilities, demands, variances, trespasses, judgments, executions, costs, expenses or   claims whatsoever (collectively, the “Claims”) that such Releasor now has or hereafter may have,   of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter   arising, whether arising at law or in equity, against the Administrative Agent, the Collateral   Agent, the Australian Security Trustee, the Issuing Banks, the Swingline Lender and/or any or all   of the Lenders and their respective affiliates, subsidiaries, shareholders and “controlling persons”   (within the meaning of the federal securities laws), and their respective successors and assigns   and each and all of the officers, directors, partners, employees, agents, attorneys, insurers, and   other representatives of each of the foregoing (collectively, the “Releasees”), in each case based                                   4                





 






 in whole or in part on facts, whether or not now known, existing on or before the date of this   Amendment, in each case that relate to, arise out of, or otherwise are in connection with: (i) any   or all of the Loan Documents or financing transactions contemplated thereby or any actions or   omissions in connection therewith; or (ii) any aspect of the dealings or relationships between or  among the Lead Borrower and the other Loan Parties, on the one hand, and any or all of the  Administrative Agent, the Collateral Agent, the Australian Security Trustee, the Issuing Banks,  the Swingline Lender and/or any or all of the Lenders, on the other hand, relating to any or all of  the documents, transactions, actions, or omissions referenced in clause (i) hereof.  The receipt by  the Lead Borrower or any other Loan Party of any Loans or other financial accommodations  made by any Lender after the date hereof shall constitute a ratification, adoption, and  confirmation by such party of the foregoing general release of all Claims against the Releasees  which are based in whole or in part on facts, whether or not now known or unknown, existing on  or prior to the date of receipt of any such Loans or other financial accommodations. In entering  into this Amendment, the Lead Borrower and each other Loan Party consulted with, and has been  represented by, legal counsel and expressly disclaims any reliance on any representations, acts, or  omissions by any of the Releasees and hereby agrees and acknowledges that the validity and  effectiveness of the releases set forth above do not depend in any way on any such  representations, acts, and/or omissions or the accuracy, completeness, or validity hereof.  If the  Lead Borrower, any other Loan Party, any other Releasor or any of their successors, assigns, or  other legal representatives violates the covenant in this Section 8(a), the Lead Borrower and the  other Loan Parties, each for itself and its successors, assigns, other Releasors and legal  representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a  result of such violation, all reasonable and documented attorneys’ fees and costs incurred by any  Releasee as a result of such violation. The provisions of this Section 8(a) (the “Release   Provisions”) shall survive the termination of this Amendment, the Amended Credit Agreement,   and the other Loan Documents and payment in full of the Obligations.          (b)   The Lead Borrower and the other Loan Parties acknowledge and agree that the  Administrative Agent and the Lenders are entering into this Amendment in reliance upon, and is  consideration for, among other things, the general releases and indemnities contained in the  Release Provisions and the other covenants, agreements, representations, and warranties of the  Lead Borrower and the other Loan Parties hereunder.                             [Remainder of Page Intentionally Left Blank]                                     5                





 






                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 L. Golvach                                                       Name: Andrea L. Golvach                                       Title: Vice President and Treasurer                                                                                                                     BRIGGS & STRATTON AG, as a Loan Party                                                                              By: /s/ Mark A. Schwertfeger                                                    Name: Mark A. Schwertfeger                                       Title: Member of the Board of Directors                                                                               BRIGGS & STRATTON INTERNATIONAL AG, as a                                       Loan Party                                                                              By: /s/ Mark A. Schwertfeger                                                    Name: Mark A. Schwertfeger                                       Title: Member of the Board of Directors                                                                                                                     BILLY GOAT INDUSTRIES, INC., as a Loan Party                                                                              By: /s/ Andrea L. Golvach                                                       Name: Andrea L. Golvach                                       Title: Treasurer                                                                                                                     ALLMAND BROS., INC., as a Loan Party                                                                              By: /s/ Andrea L. Golvach                                                       Name: Andrea L. Golvach                                       Title: Treasurer                                                                                                      Signature Page to Amendment No. 6 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 Amendment No. 6 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/ 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 Amendment No. 6 to Credit Agreement 





 






                                JPMORGAN CHASE BANK, N.A., individually as a                   Lender and as Administrative Agent                                       By: /s/ John Morrone                                   Name: John Morrone                   Title: Authorized Signer                        Signature Page to Amendment No. 6 to Credit Agreement 





 






                                                   JPMORGAN CHASE BANK, N.A., LONDON                   BRANCH, as a Swiss Lender                                       By: /s/ Kennedy A. Capin                                    Name: Kennedy A. Capin                   Title: Authorized Officer                                          Signature Page to Amendment No. 6 to Credit Agreement 





 






                                BANK OF AMERICA, N.A., as a Lender                                                         By: /s/ Brian Conole                                  Name: Brian Conole                   Title:  Senior Vice President   Signature Page to Amendment No. 6 to Credit Agreement 





 






                                BANK OF MONTREAL, as a Lender                                      By: /s/ Sarah E. Fyffe                                 Name: Sarah E. Fyffe                   Title: Vice President                                                          BANK OF MONTREAL, LONDON BRANCH, as a                   Lender                                      By: /s/ Tom Woolgar                                    Name: Tom Woolgar                   Title: MD                                      By: /s/ Sylvain Martinez                               Name: Sylvain Martinez                   Title: MD, CRO EMEA                                          Signature Page to Amendment No. 6 to Credit Agreement 





 






                                WELLS FARGO BANK, NATIONAL ASSOCIATION,                   as a Lender                                      By: /s/ Nykole Hanna                                         Name: Nykole Hanna                   Title: Authorized Signatory                                                         WELLS FARGO BANK, NATIONAL ASSOCIATION,                   LONDON BRANCH, as a Lender                                      By: /s/ Alison Powell                                 Name: Alison Powell                   Title: Authorized Signatory   Signature Page to Amendment No. 6 to Credit Agreement 





 






                                U.S. BANK NATIONAL ASSOCIATION, as a Lender                                      By: /s/ Andrew Stredde_________                   Name: Andrew Stredde                   Title: Vice President                       Signature Page to Amendment No. 6 to Credit Agreement 





 






                                CIBC BANK USA,  as a Lender                                      By: /s/ Venkat Ravichandran_________                   Name: Venkat Ravichandran                   Title:  Officer   Signature Page to Amendment No. 6 to Credit Agreement 





 






                                KEYBANK NATIONAL ASSOCIATION, as a Lender                                      By: /s/ John P. Hecker_______                   Name: John P. Hecker                   Title: Senior Vice President   Signature Page to Amendment No. 6 to Credit Agreement 





 






                                FIRST MIDWEST BANK, as a Lender                                      By: /s/ Thomas Brennan _________                   Name: Thomas Brennan                   Title: Vice President                       Signature Page to Amendment No. 6 to Credit Agreement