BRIGGS & STRATTON CORPORATION
FORM 10-Q for Quarterly Period Ended December 30, 2001
Exhibit No. 4.1(b)
FIRST AMENDMENT TO THE CREDIT AGREEMENT
dated as of
November 15, 2001
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of November 15, 2001 (this "Amendment")
is to the Multicurrency Credit Agreement (the "Credit Agreement") dated as of
September 28, 2001 among BRIGGS & STRATTON CORPORATION, a Wisconsin corporation
(the "Company"), various financial institutions and BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the "Administrative Agent"). Unless
otherwise defined herein, capitalized terms used herein have the respective
meanings set forth in the Credit Agreement.
WHEREAS, the Company, certain financial institutions and the
Administrative Agent have entered into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement to (a)
add the parties listed on the signatures hereof under the heading "New Banks"
(collectively the "New Banks") as "Banks" thereunder; and (b) make certain other
changes as set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENT. Effective on (and subject to the occurrence of)
the Amendment Effective Date (as defined below), the Credit Agreement shall be
amended as set forth below.
1.1 Cover Page. The cover page of the Agreement is amended by inserting
the following under the line reading "as Administrative Agent,":
M&I MARSHALL & ILSLEY BANK
and
FIRSTAR BANK, N.A.,
as Co-Syndication Agents,
LASALLE BANK NATIONAL ASSOCIATION,
as Documentation Agent,
1.2 Section 4.08. Section 4.08 is amended in its entirety to read as
follows:
Section 4.08 Substitution of Banks. Upon the receipt by the
Company from any Bank (an "Affected Bank") of a claim for compensation
under Section 4.03, the Company may: (i) request one or more of the
other Banks to acquire and assume all or part of such Affected Bank's
Loans, Commitment and participations in Letters of Credit; and/or (ii)
designate a replacement bank or financial institution satisfactory to
the Company to acquire and assume all or a ratable part of all of such
Affected Bank's Loans, Commitment and participations in Letters of
Credit (a "Replacement Bank"). Any such designation of a Replacement
Bank under clause (ii) shall be subject to the prior written consent of
the Administrative Agent (which consent shall not be unreasonably
withheld), and any such substitution shall
in any event be effective upon satisfaction of the conditions set forth
in Section 11.08.
1.3 Section 10.07. The proviso to the first sentence of Section 10.07
is amended by deleting the words "resulting solely" therein and substituting the
words "to the extent resulting" therefor.
1.4 Addition of Section 10.12. The following Section 10.12 is added in
appropriate numbered sequence:
Section 10.12 Other Agents. None of the Banks identified on
the cover page or the signature pages of this Agreement or
otherwise herein, or in any amendment hereof or other document
related hereto, as being a "Co- Syndication Agent" or the
"Documentation Agent" (collectively the "Other Agents") shall have
any right, power, obligation, liability, responsibility or duty
under this Agreement in such capacity other than those applicable
to all Banks. Each Bank acknowledges that it has not relied, and
will not rely, on any of the Other Agents in deciding to enter into
this Agreement or in taking or refraining from taking any action
hereunder or pursuant hereto.
1.5 Second 11.08. The second parenthetical clause in Section 11.08(a)
is amended in its entirety to read as follows:
(provided that no written consent of the Company, the
Administrative Agent or the Issuing Bank shall be required in
connection with any assignment and delegation by a Bank (x) to an
Eligible Assignee that is an Affiliate of such Bank or (y) to
another Bank)
1.6 Schedule 2.01. Schedule 2.01 is amended in its entirety by
substituting the Schedule 2.01 attached hereto.
1.7 Schedule 11.02. Schedule 11.02 is amended in its entirety by
substituting the Schedule 11.02 attached hereto.
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Administrative Agent and the Banks that (a) the representations
and warranties made in Article VI of the Credit Agreement are true and correct
on and as of the Amendment Effective Date with the same effect as if made on and
as of the Amendment Effective Date (except to the extent such representations
and warranties expressly refer to an earlier date, in which case they were true
and correct as of such earlier date); (b) no Event of Default or Default exists
or will result from the execution of this Amendment; (c) no event or
circumstance has occurred since the Closing Date that has resulted, or would
reasonably be expected to result, in a Material Adverse Effect; (d) the
execution and delivery by the Company of this Amendment, the execution and
delivery by the Company of the New Notes (as defined below), the performance by
the Company of its obligations under the Credit Agreement as amended hereby (as
so amended, the "Amended Agreement") and the performance by the Company of the
New Notes (i) are within the corporate powers of the Company, (ii) have been
duly authorized by all necessary corporate action on the part of the Company,
(iii) have received all necessary governmental approval and (iv) do not and will
not contravene or conflict with any provision of law or of the articles of
incorporation or by-laws of the Company or of any indenture, loan agreement or
other contract, or any order or decree, which is binding upon the Company; and
(e) each of the Amended Agreement and each New Note is the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with
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its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally or by equitable principles relating to enforceability.
SECTION 3 EFFECTIVENESS. The amendments set forth in Section 1 above
shall become effective on the date (the " Amendment Effective Date") when the
Administrative Agent shall have received, (a) a counterpart of this Amendment
executed by each of the parties hereto (or, in the case of any party from which
the Administrative Agent has not received a counterpart hereof, facsimile
confirmation of the execution of a counterpart hereof by such party) and (b)
each of the following documents, each in form and substance satisfactory to the
Administrative Agent:
3.1 Notes. New Notes, substantially in the form of Exhibit F to the
Credit Agreement, payable to the order of each of the Banks (collectively, the
"New Notes").
3.2 Confirmation. A Confirmation substantially in the form of
Attachment 1 hereto, signed by each Guarantor.
3.3 Other Documents. Such other documents as the Administrative Agent
or any Bank (including any New Bank) may reasonably request in connection with
the Company's authorization, execution and delivery of this Amendment.
SECTION 4 ADDITION OF BANKS. On the Amendment Effective Date, each New
Bank shall become a "Bank" under and for all purposes of the Amended Agreement,
shall be bound by the Amended Agreement, and shall be entitled to the benefits
of the Amended Agreement and each other Loan Document, and each Bank shall have
a Commitment in the amount, and a Pro Rata Share, as set forth on Schedule 2.01
hereto.
SECTION 5 MISCELLANEOUS.
5.1 Continuing Effectiveness, etc. As herein amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the Amendment Effective Date, all references in
the Credit Agreement, the Notes, each other Loan Document and any similar
document to the "Credit Agreement" or similar terms shall refer to the Amended
Agreement.
5.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
5.3 Expenses. The Company agrees to pay the reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment.
5.4 Governing Law. This Amendment shall be a contract made under and
governed by the internal laws of the State of Illinois.
5.5 Successors and Assigns. This Amendment shall be binding upon the
Company, the Banks and the Administrative Agent and their respective successors
and assigns, and shall inure to the benefit of the Company, the Banks and the
Administrative Agent and the successors and assigns of the Banks and the
Administrative Agent.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
BRIGGS & STRATTON CORPORATION
By /s/ Carita R. Twinem
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Title Treasurer
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BANK OF AMERICA, N.A., as Administrative Agent,
as Issuing Bank and as a Bank
By /s/ M.H. Claggett
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Title Managing Director
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FIRSTAR BANK, N.A.,
as Co-Syndication Agent and as a Bank
By /s/ Sandra J. Hartay
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Title Vice President
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M&I MARSHALL & ILSLEY BANK,
as Co-Syndication Agent and as a Bank
By /s/ Ronald Casey
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Title Vice President
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BANK ONE, NA (Main Office Chicago), as a Bank
By /s/ A.F. Maggiore
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Title Director, Bank One Capital Markets
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"NEW BANKS":
ASSOCIATED BANK, N.A., as a Bank
By /s/ Mark Matthiesen
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Title Vice President
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MELLON BANK, N.A., as a Bank
By /s/ Thomas A. Garza
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Title Vice President
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By /s/ Paul H. Dimmick
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Title Executive Vice President
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THE BANK OF NEW YORK, as a Bank
By /s/ Joseph F. Murphy
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Title Vice President, Central Division Head
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NATIONAL CITY BANK, as a Bank
By /s/ Jon Hinard
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Title Senior Vice President
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BNP PARIBAS, as a Bank
By /s/ Jo Ellen Bender
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Title Director
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By /s/ Richard L. Sted
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Title Central Region Manager
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LASALLE BANK NATIONAL
ASSOCIATION, as Documentation
Agent and as a Bank
By /s/ Joseph S. Schaefer
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Title Commercial Lending Officer
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SCHEDULE 2.01
COMMITMENTS AND PRO RATA SHARES
Bank Commitment Pro Rata Share
- ---- ---------- --------------
Bank of America, N.A. $ 48,750,000 16.2500000%
M&I Marshall & Ilsley Bank $ 48,750,000 16.2500000%
Firstar Bank, N.A. $ 48,750,000 16.2500000%
LaSalle Bank National Association $ 48,750,000 16.2500000%
Bank One, NA $ 25,000,000 8.3333333%
BNP Paribas $ 20,000,000 6.6666667%
Associated Bank, N.A. $ 15,000,000 5.0000000%
Mellon Bank, N.A. $ 15,000,000 5.0000000%
The Bank of New York $ 15,000,000 5.0000000%
National City Bank $ 15,000,000 5.0000000%
------------ ----------
TOTAL $300,000,000 100%
SCHEDULE 11.02
LENDING OFFICES; ADDRESSES FOR NOTICES
BRIGGS & STRATTON CORPORATION
12301 W. Wirth Street
Wauwatosa, Wisconsin 53222
Attn: Carita R. Twinem
Tel. No.: (414) 256-5141
Fax No.: (414) 256-1128
BANK OF AMERICA, N.A.,
as Administrative Agent, Issuing Bank and as a Bank
Address for Notices:
1455 Market Street - 13th Floor
San Francisco, California 94103
Attn: Matty Salamy
Tel. No.: (415) 436-2754
Fax No.: (415) 436-2700
Payment Instruction:
US Dollars
Bank of America, N.A.
ABA No.: 121-000-358
Account No.: 12335-15460
Reference: Briggs & Stratton
1850 Gateway Boulevard, 9th Floor
Concord, California 94520
Pounds Sterling
Bank of America London
Account No.: 95415024
Account Name: Bank of America
Agency Management Services
Reference: Briggs & Stratton
SCHEDULE 11.02, Page 1
M&I MARSHALL & ILSLEY BANK, as a Bank
Address for Notices:
770 North Water Street
Milwaukee, Wisconsin 53202
Attn: Thomas Bickelhaupt
Tel. No.: (414) 765-7944
Fax No.: (414) 765-7625
Payment Instruction:
US Dollars
M&I Marshall & Ilsley Bank
ABA No.: 075-000-051
Account No.:
Reference: Briggs & Stratton
770 North Water Street
Milwaukee, Wisconsin 53202
Pounds Sterling
SCHEDULE 11.02, Page 2
FIRSTAR BANK, N.A., as a Bank
Address for Notices:
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attn: Sandy Hartay
Tel. No.: (414) 765-6004
Fax No.: (414) 765-5367
Payment Instruction:
US Dollars
Firstar Bank, N.A.
ABA No.: 042-000-013
Account No.: 991-1801
Reference: Briggs & Stratton
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Pounds Sterling
SCHEDULE 11.02, Page 3
LASALLE BANK NATIONAL ASSOCIATION, as a Bank
Address for Notices:
411 E. Wisconsin Avenue
Suite 1250
Milwaukee, Wisconsin 53202
Attn: Jennifer Hulen
Tel. No.: (414) 220-9244
Fax No.: (414) 224-0070
Payment Instruction:
US Dollars
LaSalle Bank, N.A.
ABA No.: 071-000-505
Account No.: 1378018
Reference: Briggs & Stratton
135 South LaSalle Street
Chicago, Illinois 60603
with phone advice to:
Jennifer Hulen
Tel. No.: (414) 220-9244
Pounds Sterling
SCHEDULE 11.02, Page 4
BANK ONE, NA (Main Office Chicago), as a Bank
Address for Notices:
111 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attn: Chad Cape
Tel. No.: (414) 765-3202
Fax No.: (414) 765-2625
Payment Instruction:
US Dollars
Bank One, NA
ABA No.: 071-000-013
Account No.: 48115-2880000
Reference: Briggs & Stratton
1 Bank One Plaza
Chicago, Illinois 60670
Pounds Sterling
SCHEDULE 11.02, Page 5
BNP PARIBAS, as a Bank
Address for Notices:
209 South LaSalle Street
Suite 500
Chicago, Illinois 60604
Attn: Catherine Lui
Tel. No.: (312) 977-1386
Fax No.: (312) 977-2234
Payment Instruction:
US Dollars
BNP Paribas, New York
ABA No.: 026-007-689
Account No.: 14119-400189
Reference: Briggs & Stratton
209 South LaSalle Street
Suite 500
Chicago, Illinois 60604
Pounds Sterling
SCHEDULE 11.02, Page 6
ASSOCIATED BANK, N.A., as a Bank
Address for Notices:
2870 Holmgren Way
Green Bay, Wisconsin 54304
Attn: Kathy Carter
Tel. No.: (920) 405-2847
Fax No.: (920) 405-2798
Payment Instruction:
US Dollars
Associated Bank, N.A.
ABA No.: 075-900-575
Account No.: G/L 108044
Reference: Briggs & Stratton
401 E. Kilbourn
Milwaukee, Wisconsin 53202
Pounds Sterling
SCHEDULE 11.02, Page 7
MELLON BANK, N.A., as a Bank
Address for Notices:
Three Mellon Center
Suite 1203
Pittsburgh, Pennsylvania 15259
Attn: Paula Zawicki
Tel. No.: (412) 234-3932
Fax No.: (412) 209-6141
Payment Instruction:
US Dollars
Mellon Bank, N.A.
ABA No.: 043-000-261
Account No.: 99087-3800
Reference: Briggs & Stratton
Three Mellon Center
Suite 1203
Pittsburgh, Pennsylvania 15259
Pounds Sterling
SCHEDULE 11.02, Page 8
THE BANK OF NEW YORK, as a Bank
Address for Notices:
1 Wall Street
19th Floor - Central Division
New York, New York 10286
Attn: Maxine Roach
Tel. No.: (212) 635-8208
Fax No.: (212) 635-7923
Payment Instruction:
US Dollars
The Bank of New York
ABA No.: 021-000-018
Account No.: GLA/111556
Reference: Briggs & Stratton
1 Wall Street
19th Floor - Central Division
New York, New York 10286
Pounds Sterling
SCHEDULE 11.02, Page 9
NATIONAL CITY BANK, as a Bank
Address for Notices:
1900 East Ninth Street
Loc. 2077
Cleveland, Ohio 44114
Attn: Vernon Johnson
Tel. No.: (216) 488-7099
Fax No.: (216) 488-7110
Payment Instruction:
US Dollars
National City Bank
ABA No.: 041-000-124
Account No.: 151804
Reference: Briggs & Stratton
1900 East Ninth Street
Loc. 2077
Cleveland, Ohio 44114
Pounds Sterling
SCHEDULE 11.02, Page 10
ATTACHMENT 1
CONFIRMATION
Dated as of November 15, 2001
To: Bank of America, N.A., as Administrative Agent, and
the Banks under the Credit Agreement referred to below
Please refer to (a) the Multicurrency Credit Agreement dated as of
September 28, 2001 (the "Credit Agreement") among Briggs & Stratton Corporation
(the "Company"), various financial institutions, and the Administrative Agent;
(b) the First Amendment dated as of November 15, 2001 (the "Amendment"),
amending the Credit Agreement to add additional "Banks" as parties thereto; and
(c) the Guaranty dated as of September 28, 2001 (the "Guaranty") issued by the
undersigned. Capitalized terms used but not defined herein have the respective
meanings given thereto in the Amendment.
Each of the undersigned hereby confirms to the Administrative Agent and
the Banks (including the New Banks) that (a) after giving effect to the
Amendment and the transactions contemplated thereby, the Guaranty continues in
full force and effect and is the legal, valid and binding obligation of such
undersigned, enforceable against such undersigned in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability; and (b) all references in the
Guaranty to the "Credit Agreement" shall be deemed to be references to the
Credit Agreement as amended by the Amendment.
GENERAC PORTABLE PRODUCTS, INC.
By:
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Name
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Title
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GPPD, INC.
By:
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Name
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Title
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GPPW, INC.
By:
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Name
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Title
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GENERAC PORTABLE PRODUCTS, LLC
By:
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Name
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Title
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