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EXHIBIT 10.1
THIRD AMENDMENT TO CREDIT AGREEMENT
AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment"),
dated as of May 10, 2000, among Generac Portable Products, Inc., a Delaware
corporation ("Holdings"), GPPW, Inc., a Wisconsin corporation ("WisCorp" and
together with Holdings, the "Parent Guarantors"), Generac Portable Products,
LLC, a Delaware limited liability company (the "Borrower"), the Banks party
thereto from time to time, and Bankers Trust Company, as Administrative Agent.
Unless otherwise defined herein, all capitalized terms used herein shall have
the respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Banks, the Administrative Agent
and the Parent Guarantors are parties to a Credit Agreement, dated as of July 9,
1998 (as amended, modified or supplemented to the date hereof, the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENTS TO THE CREDIT AGREEMENT
A. Section 9.07(a) of the Credit Agreement is hereby amended
by deleting clause (iii) therein and inserting in lieu thereof the following new
clause (iii):
"(iii) $5 million during the calendar year ending on
December 31, 2000;"
B. Section 9.08 of the Credit Agreement is hereby amended by
deleting the table appearing therein and inserting in lieu thereof the following
table:
<TABLE>
<CAPTION>
Fiscal Quarter Ended Closest to Ratio
------------------------------- -----
<S> <C>
June 30, 2000 1.70:1.00
September 30, 2000 1.65:1.00
December 31, 2000 1.60:1.00
March 31, 2001 1.90:1.00
June 30, 2001 2.20:1.00
September 30, 2001 2.45:1.00
December 31, 2001 2.55:1.00
March 31, 2002 2.65:1.00
June 30, 2002 2.75:1.00
September 30, 2002 2.85:1.00
December 31, 2002 and thereafter 3.00:1.00
</TABLE>
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C. Section 9.09 of the Credit Agreement is hereby amended by
deleting the table appearing therein and inserting in lieu thereof the following
table:
<TABLE>
<CAPTION>
Fiscal Quarter Ended Closest To Ratio
------------------------------- -----
<S> <C>
June 30, 2000 5.60:1.00
September 30, 2000 5.70:1.00
December 31, 2000 5.60:1.00
March 31, 2001 5.20:1.00
June 30, 2001 4.75:1.00
September 30, 2001 4.50:1.00
December 31, 2001 4.20:1.00
March 31, 2002 4.10:1.00
June 30, 2002 4.10:1.00
September 30, 2002 3.90:1.00
December 31, 2002 and thereafter 3.75:1.00
</TABLE>
D. Section 9.10 of the Credit Agreement is hereby amended by
deleting the table appearing therein and inserting in lieu thereof the following
table:
<TABLE>
<CAPTION>
Fiscal Quarter Ended Closest To Minimum EBITDA
------------------------------- --------------
<S> <C>
June 30, 2000 $36 million
September 30, 2000 $35 million
December 31, 2000 $34 million
March 31, 2001 $38 million
June 30, 2001 $44 million
September 30, 2001 $49 million
December 31, 2001 $52 million
March 31, 2002 $53 million
June 30, 2002 $54 million
September 30, 2002 $55 million
December 31, 2002 $56 million
March 31, 2003 $57 million
June 30, 2003 $58 million
September 30, 2003 $60 million
December 31, 2003 and thereafter $62 million
</TABLE>
E. The definition of "Applicable Commitment Commission
Percentage" and "Applicable Margin" in Section 11 of the Credit Agreement is
hereby amended by deleting the table appearing therein and inserting in lieu
thereof the following table:
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<TABLE>
<CAPTION>
APPLICABLE A TERM LOANS AND A TERM LOANS AND
COMMITMENT REVOLVING LOANS REVOLVING LOANS B TERM LOANS B TERM LOANS
COMMISSION MAINTAINED AS MAINTAINED AS MAINTAINED AS MAINTAINED AS
LEVEL LEVERAGE RATIO PERCENTAGE BASE RATE LOANS EURODOLLAR LOANS BASE RATE LOANS EURODOLLAR LOANS
------ -------------- ----------- --------------- ----------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
1 Greater than or 0.50% 1.75% 2.75% 2.25% 3.25%
equal to
5.0:1.00
2 Greater than or 0.50% 1.50% 2.50% 2.00% 3.00%
equal to 4.50
but less than
5.0:1.00
3 Greater than or
equal to 4.25:1 0.50% 1.25% 2.25% 1.75% 2.75%
but less than
4.50:1
4 Greater than or
equal to 3.75:l 0.375% 1.00% 2.00% 1.50% 2.50%
but less than
4.25:1
5 Greater than or
equal to 3.25:1 0.375% 0.75% 1.75% 1.25% 2.25%
but less than
3.75:1
6 Greater than or
equal to 2.75:1 0.30% 0.50% 1.50% 1.00% 2.00%
but less than
3.25:1
7 Less than 2.75:1 0.25% 0.125% 1.125% 0.75% 1.75%
</TABLE>
II. AMENDMENT FEE
A. The Borrower hereby covenants and agrees that, it should
pay each Bank which executes and delivers to the Administrative Agent a
counterpart hereof by 5:00 P.M. (New York time) on Wednesday, May 10, 2000, a
cash fee in an amount equal to 25 basis points (0.25%) of an amount equal to the
sum of the outstanding Term Loans of such Bank and the Revolving Loan Commitment
of such consenting Bank, in each case as in effect on the Amendment Effective
Date (as hereinafter defined). All fees pursuant to this clause A are due and
payable on the Amendment Effective Date and shall be paid by the Borrower to the
Administrative Agent for distribution to the Banks.
III. MISCELLANEOUS PROVISIONS
A. In order to induce the Banks to enter into this Amendment,
each of the Borrowers hereby represents and warrants that:
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1. no Default or Event of Default exists as of the
Amendment Effective Date, both before and after giving effect to this
Amendment; and
2. all of the representations and warranties contained in
the Credit Agreement and the other Credit Documents are true and
correct in all material respects as of the Amendment Effective Date,
both before and after giving effect to this Amendment, with the same
effect as though such representations and warranties had been made on
and as of the Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
B. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
C. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
D. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.
E. This Amendment shall become effective on the date (the
"Amendment Effective Date") when the Borrower, each of the Parent Guarantors,
the Administrative Agent and the Required Banks shall have signed a counterpart
hereof (whatever the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to the Administrative
Agent at its Notice Office and the Amendment Fees set forth in Section II shall
have been paid.
F. From and after the Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
GENERAC PORTABLE PRODUCTS, LLC
By
--------------------------------------------
Name:
Title:
GENERAC PORTABLE PRODUCTS, INC
By:
-------------------------------------------
Name:
Title:
GPPW, INC.
By:
-------------------------------------------
Name:
Title:
BANKERS TRUST COMPANY, Individually and as
Administrative Agent
By:
-------------------------------------------
Name
Title:
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By:
------------------------------------------
Name:
Title:
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LASALLE BANK NATIONAL ASSOCIATION
By:
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Name:
Title:
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UNION BANK OF CALIFORNIA, N.A.
By:
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Name:
Title:
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BANK ONE, N. A.
By:
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Name:
Title:
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THE FUJI BANK, LIMITED
By:
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Name:
Title:
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MOUNTAIN CAPITAL CLO 1, LTD.
By:
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Name:
Title:
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FLEET BUSINESS CREDIT CORPORATION
By:
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Name:
Title:
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HARCH CLO I LIMITED
By:
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Name:
Title:
