EX-4.1(B) 4 c67429ex4-1b.txt FIRST AMENDMENT TO THE CREDIT AGREEMENT 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 -2- 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] -3- 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 ----------------------------------------------- Title Treasurer ------------------------------------------ BANK OF AMERICA, N.A., as Administrative Agent, as Issuing Bank and as a Bank By /s/ M.H. Claggett ----------------------------------------------- Title Managing Director ------------------------------------------ FIRSTAR BANK, N.A., as Co-Syndication Agent and as a Bank By /s/ Sandra J. Hartay ----------------------------------------------- Title Vice President ------------------------------------------ M&I MARSHALL & ILSLEY BANK, as Co-Syndication Agent and as a Bank By /s/ Ronald Casey ----------------------------------------------- Title Vice President ------------------------------------------ BANK ONE, NA (Main Office Chicago), as a Bank By /s/ A.F. Maggiore ----------------------------------------------- Title Director, Bank One Capital Markets ------------------------------------------ -4- "NEW BANKS": ASSOCIATED BANK, N.A., as a Bank By /s/ Mark Matthiesen ----------------------------------------------- Title Vice President ------------------------------------------ MELLON BANK, N.A., as a Bank By /s/ Thomas A. Garza ----------------------------------------------- Title Vice President ------------------------------------------ By /s/ Paul H. Dimmick ----------------------------------------------- Title Executive Vice President ------------------------------------------ THE BANK OF NEW YORK, as a Bank By /s/ Joseph F. Murphy ----------------------------------------------- Title Vice President, Central Division Head ------------------------------------------ NATIONAL CITY BANK, as a Bank By /s/ Jon Hinard ----------------------------------------------- Title Senior Vice President ------------------------------------------ BNP PARIBAS, as a Bank By /s/ Jo Ellen Bender ----------------------------------------------- Title Director ------------------------------------------ By /s/ Richard L. Sted ----------------------------------------------- Title Central Region Manager ------------------------------------------ LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent and as a Bank By /s/ Joseph S. Schaefer ----------------------------------------------- Title Commercial Lending Officer ------------------------------------------ -5- 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: ----------------------------------------- Name ----------------------------------------- Title ---------------------------------------- GPPD, INC. By: ----------------------------------------- Name ----------------------------------------- Title ---------------------------------------- GPPW, INC. By: ----------------------------------------- Name ----------------------------------------- Title ---------------------------------------- GENERAC PORTABLE PRODUCTS, LLC By: ----------------------------------------- Name ----------------------------------------- Title ----------------------------------------