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EXHIBIT 10.4(b)
CONSENT AND FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment"), dated as of June 15, 2001, is by and among GLOBAL
POWER EQUIPMENT GROUP INC., a Delaware corporation (the "Borrower"), the
financial institutions party to the Credit Agreement (as defined below)
signatory hereto, in their capacities as lenders (collectively, the "Lenders,"
and each individually, a "Lender"), and Bankers Trust Company, as administrative
agent (the "Administrative Agent") for the Lenders.
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to that certain Amended and Restated Credit Agreement dated as of May
23, 2001 (as amended, restated, supplemented or otherwise modified and in effect
from time to time, the "Credit Agreement"), pursuant to which the Lenders have
provided to the Borrower credit facilities and other financial accommodations;
and
WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders amend the Credit Agreement in certain respects as set forth herein
and the Lenders and the Administrative Agent are agreeable to the same, subject
to the terms and conditions hereof;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, and other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Defined Terms. Terms capitalized herein and not otherwise defined
herein are used with the meanings ascribed to such terms in the Credit
Agreement.
2. Consent and Acknowledgements. (a) The Administrative Agent and the
Required Lenders hereby consent to the repayment in full of the aggregate
outstanding principal amount of the Subordinated Loans (which shall not, for
purposes of this Section 2(a), exceed $40,000,000 plus payments of up to
$11,000,000 in accrued interest, premium and related fees and expenses in
respect thereto), such repayment aggregating to approximately $51,000,000 (the
"Sub Debt Repayment") pursuant to assignment agreements in the form of Exhibit A
attached hereto (the "Sub Debt Prepayment Documents") or otherwise reasonably
satisfactory in form and substance to the Administrative Agent.
(b) The Administrative Agent and the Required Lenders
acknowledge that the Additional Term A Loans made hereunder are not being made
pursuant to Section 2.8 of the Credit Agreement. The Administrative Agent and
the Required Lenders also acknowledge that each lender signatory hereto that is
not heretofore a "Lender" under the Credit Agreement shall become a "Lender"
under the Credit Agreement by execution hereof.
3. Amendments to Credit Agreement. The Credit Agreement is, as of the
First Amendment Effective Date (as defined below), hereby amended as follows:
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(a) Section 1.1 of the Credit Agreement is amended by inserting the
following definitions in alphabetical order therein:
"Additional Term A Loan" is defined in Section 2.1.3.
"Additional Term A Loan Commitment" means, relative to any Lender,
such Lender's obligation (if any) to make Additional Term A Loans pursuant
to Section 2.1.3. A Lender's Additional Term A Loan Commitment is a portion
of, not in addition to, its Term A Loan Commitment.
"Additional Term A Loan Commitment Amount" means, on any date,
$35,000,000.
"Additional Term A Loan Commitment Termination Date" means the
earliest of
(a) the First Amendment Effective Date (immediately after the
extension of the Additional Term A Loans hereunder on such date);
and
(b) the date on which any Commitment Termination Event occurs.
Upon the occurrence of any event described in clause (b) the
Additional Term A Loan Commitments shall terminate automatically and
without any further action.
"Additional Term A Percentage" means, relative to any Lender, the
applicable percentage relating to Additional Term A Loans set forth
opposite its name under the column "Additional Term A Percentage" in
Schedule I to the First Amendment.
"First Amendment" means the Consent and First Amendment to Amended and
Restated Credit Agreement dated as of June 15, 2001 by and among the
Borrower, the Required Lenders and the Administrative Agent.
"First Amendment Effective Date" has the meaning set forth in the
First Amendment.
(b) Section 1.1 of the Credit Agreement is amended by amending and
restating the definition of "Lenders" to read as follows:
"Lenders" is defined in the preamble and includes each Person that
becomes a Lender pursuant to the First Amendment, Section 2.8 or Section
10.11.1.
(c) Section 1.1 of the Credit Agreement is amended by amending and
restating the definition of "Term A Loan Commitment Amount" contained therein to
read as follows:
"Term A Loan Commitment Amount" means, on any date, $95,000,000.
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(d) Section 1.1 of the Credit Agreement is amended by deleting the
words "Schedule 1.1 to the AAR Agreement" from the definition of "Term A
Percentage" and inserting in lieu thereof the words "Schedule I to the First
Amendment".
(e) Section 2.1.3 of the Credit Agreement is amended and restated in
its entirety to read as follows:
2.1.3 Term A Loan Commitment. The Borrower and the Lenders
acknowledge the making of the Existing Term A Loan and the Existing
Term B Loan and each Lender that has a Term A Loan Commitment,
severally and for itself alone, hereby agrees, on the terms and subject
to the conditions hereinafter set forth and in reliance upon the
representations and warranties set forth herein and in the other Loan
Documents, that such Existing Term A Loan shall continue to be
outstanding as loans pursuant to the terms and conditions of this
Agreement (each such loan, an "Original Term A Loan") and that an
aggregate principal amount of Existing Term B Loan shall be converted
to Term A Loans and shall continue to be outstanding as Term A Loans
(each such loan, a "Converted Term A Loan") pursuant to the terms and
conditions of this Agreement, such that, on the Effective Date, the
aggregate principal amount of Original Term A Loans and Converted Term
A Loans (the "Effective Date Term A Amount") shall equal $60,000,000
and each Lender that has a Term A Loan Commitment shall be deemed to
have outstanding Term A Loans in an aggregate principal amount equal to
its Term A Percentage as of the Effective Date of such Effective Date
Term A Amount. Subject to the conditions set forth in Section 5.2, in a
single draw on any Business Day occurring on or prior to the Additional
Term A Loan Commitment Date, each Lender that has an Additional Term A
Loan Commitment agrees that it will make loans (relative to such
Lender, its "Additional Term A Loans", and together with the Converted
Term A Loans and the Original Term A Loans, the "Term A Loans") to the
Borrower equal to such Lender's Additional Term A Percentage of the
aggregate amount of the Borrowings of Additional Term A Loans requested
by the Borrower to be made on such day. No amounts paid or prepaid with
respect to Term A Loans may be reborrowed
(f) Section 3.1.1(c) of the Credit Agreement is amended by amending and
restating the table contained therein to read as follows:
Amount of Required
Period Principal Repayment
------ -------------------
7/1/01 through (and including) 6/30/02 $3,562,500
7/1/02 through (and including) 6/30/03 $4,750,000
7/1/03 through (and including) 6/30/04 $7,125,000
7/1/04 through (and including) 6/30/05 $8,312,500
Stated Maturity Date for Term A Loans $8,312,500 or, if different,
the then outstanding principal amount of
all Term A Loans
(g) Section 7.2.8 of the Credit Agreement is amended by amending and
restating clause (a)(i)(z) thereof to read as follows:
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(z) so long as at the time of such prepayment (or the giving
of irrevocable notice thereof) there shall exist no Default,
prepayments of Subordinated Loans in an aggregate principal amount not
to exceed $40,000,000, plus up to $11,000,000 of accrued interest,
premium and related fees and expenses) on or before July 2, 2001,
4. Representations and Warranties. In order to induce the
Administrative Agent and the Lenders to enter into this Amendment, the Borrower
hereby represents and warrants to the Administrative Agent and the Lenders, in
each case after giving effect to this Amendment, as follows:
(a) The Borrower has the right, power and capacity and has
been duly authorized and empowered by all requisite corporate or limited
liability company and shareholder or member action to enter into, execute,
deliver and perform this Amendment and all agreements, documents and instruments
executed and delivered pursuant to this Amendment.
(b) This Amendment constitutes the Borrower's legal, valid and
binding obligation, enforceable against it, except as enforcement thereof may be
subject to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and general
principles of equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law or otherwise).
(c) The representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects at and as of the First Amendment Effective Date as though made on and
as of the First Amendment Effective Date (except to the extent specifically made
with regard to a particular date, in which case such representation and warranty
is true and correct in all material respects as of such earlier date).
(d) The Borrower's execution, delivery and performance of this
Amendment do not and will not violate its Articles or Certificate of
Incorporation or By-laws, any material law, rule, regulation, order, writ,
judgment, decree or award applicable to it or any material contractual provision
to which it is a party or to which it or any of its property is subject.
(e) No authorization or approval or other action by, and no
notice to or filing or registration with, any governmental authority or
regulatory body (other than those which have been obtained and are in force and
effect) is required in connection with the execution, delivery and performance
by the Borrower or any other Obligor of this Amendment and all agreements,
documents and instruments executed and delivered pursuant to this Amendment.
(f) No Default or Event of Default exists under the Credit
Agreement as of the date hereof or would exist as of the First Amendment
Effective Date after giving effect to the amendments and transactions
contemplated by this Amendment.
5. Conditions to Effectiveness of Amendment. This Amendment shall
become effective on the date (the "First Amendment Effective Date") each of the
following conditions precedent is satisfied:
(a) Execution and Delivery of Amendment. The Borrower, the
Administrative Agent, each Lender having an Additional Term A Loan Commitment,
Lenders
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holding a majority of the aggregate amount of Term A Loans outstanding and the
Required Lenders shall have executed and delivered this Amendment.
(b) Additional Term A Notes. The Administrative Agent shall
have received, for the account of each Lender having an Additional Term A Loan
Commitment such Lender's Term A Note duly executed by an Authorized Officer of
the Borrower;
(c) Secretary's Certificate. The Administrative Agent shall
have received a certificate, dated the First Amendment Effective Date, duly
executed and delivered by the Secretary or Assistant Secretary of the Borrower
as to resolutions of the Board of Directors of the Borrower then in full force
and effect authorizing the incurrence of the Additional Term A Loans and the
execution, delivery and performance of the First Amendment and the Term A Notes;
(d) Opinion of Counsel. The Administrative Agent shall have
received an opinion from White & Case LLP, counsel to the Borrower, addressed to
the Administrative Agent and all Lenders, in form and substance reasonably
satisfactory to the Administrative Agent;
(e) Payment of Outstanding Indebtedness. The structure and all
terms of the Sub Debt Repayment and all Sub Debt Repayment Documents shall
comply with the provisions of the consent set forth in Section 2(a) hereof. The
Borrower shall have consummated the Sub Debt Repayment pursuant to the terms of
the Sub Debt Repayment Documents (without giving effect to any amendment,
modification or waiver with respect thereto unless consented to by the
Administrative Agent).
(f) Conversion of Eurodollar Loans. The Borrower shall have
caused all Term A Loans that are Eurodollar Loans outstanding immediately prior
to the First Amendment Effective Date, if any, to be Base Rate Loans and shall
have paid to the Administrative Agent all breakage costs pursuant to Section 4.4
of the Credit Agreement, if any.
(g) Payment of Fees. The Administrative Agent shall have
received all fees referenced in that certain fee letter dated as of the date
hereof by and between the Administrative Agent and the Borrower to the extent
due.
(h) No Defaults. No Default or Event of Default under the
Credit Agreement (as amended hereby) shall have occurred and be continuing.
(i) Representations and Warranties. After giving effect to
this Amendment, the representations and warranties of the Borrower and the other
Obligors contained in this Amendment, the Credit Agreement and the other Loan
Documents shall be true and correct in all material respects as of the First
Amendment Effective Date, with the same effect as though made on such date,
except to the extent that any such representation or warranty relates to an
earlier date, in which case such representation or warranty shall be true and
correct in all material respects as of such earlier date.
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(j) Officer's Certificate. The Borrower shall have duly
executed and delivered to the Administrative Agent a certificate of an
Authorized Officer of the Borrower dated as of the First Amendment Effective
Date in the form of Exhibit B attached hereto.
(k) Reaffirmation of Guaranty. The Administrative Agent shall
have received a Reaffirmation of Guaranty dated as of the First Amendment
Effective Date in the form of Exhibit C attached hereto duly executed by each
Subsidiary Guarantor.
6. Miscellaneous. The parties hereto hereby further agree as follows:
(a) Costs, Expenses and Taxes. The Borrower hereby agrees to
pay all reasonable fees, costs and expenses of the Administrative Agent incurred
in connection with the negotiation, preparation and execution of this Amendment
and the transactions contemplated hereby, including, without limitation, the
reasonable fees and expenses of Winston & Xxxxxx, counsel to the Administrative
Agent.
(b) Counterparts. This Amendment may be executed in one or
more counterparts, each of which, when executed and delivered, shall be deemed
to be an original and all of which counterparts, taken together, shall
constitute but one and the same document with the same force and effect as if
the signatures of all of the parties were on a single counterpart, and it shall
not be necessary in making proof of this Amendment to produce more than one (1)
such counterpart.
(c) Headings. Headings used in this Amendment are for
convenience of reference only and shall not affect the construction of this
Amendment.
(d) Integration. This Amendment and the Credit Agreement (as
amended hereby) constitute the entire agreement among the parties hereto with
respect to the subject matter hereof.
(e) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF
NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES).
(f) Binding Effect. This Amendment shall be binding upon and
inure to the benefit of and be enforceable by the Borrower, the Administrative
Agent and the Lenders and their respective successors and assigns. Except as
expressly set forth to the contrary herein, this Amendment shall not be
construed so as to confer any right or benefit upon any Person other than the
Borrower, the Administrative Agent and the Lenders and their respective
successors and permitted assigns.
(g) Amendment; Waiver. The parties hereto agree and
acknowledge that nothing contained in this Amendment in any manner or respect
limits or terminates any of the provisions of the Credit Agreement or any of the
other Loan Documents other than as expressly set forth herein and further agree
and acknowledge that the Credit Agreement (as amended hereby) and each of the
other Loan Documents remain and continue in full force and effect and are hereby
ratified and confirmed. Except to the extent expressly set forth herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any rights, power or remedy of the Lenders or the Administrative Agent
under the Credit Agreement or any other
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Loan Document, nor constitute a waiver of any provision of the Credit Agreement
or any other Loan Document. No delay on the part of any Lender or the
Administrative Agent in exercising any of their respective rights, remedies,
powers and privileges under the Credit Agreement or any of the Loan Documents or
partial or single exercise thereof, shall constitute a waiver thereof. On and
after the First Amendment Effective Date each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," "herein" or words of like import,
and each reference to the Credit Agreement in the Loan Documents and all other
documents delivered in connection with the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby. The Borrower acknowledges
and agrees that this Amendment constitutes a "Loan Document" for purposes of the
Credit Agreement, including, without limitation, Section 9.1 of the Credit
Agreement. None of the terms and conditions of this Amendment may be changed,
waived, modified or varied in any manner, whatsoever, except in accordance with
Section 10.1 of the Credit Agreement.
[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 date
first written above.
GLOBAL POWER EQUIPMENT GROUP INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Vice President of Finance and CFO
---------------------------------
Global Power Equipment Group Inc.
Consent and First Amendment to Amended and Restated Credit Agreement
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BANKERS TRUST COMPANY,
individually and as Administrative Agent
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
---------------------------------
Title: Vice President
---------------------------------
Global Power Equipment Group Inc.
Consent and First Amendment to Amended and Restated Credit Agreement
10
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxx
------------------------
Name: Xxxxx X. Xxxxx
------------------------
Title: Director
------------------------
By: /s/ Xxxxxx Xxxxxx
------------------------
Name: Xxxxxx Xxxxxx
------------------------
Title: Assistant Vice President
------------------------
Global Power Equipment Group Inc.
Consent and First Amendment to Amended and Restated Credit Agreement
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US BANK NATIONAL ASSOCIATION
By: /s/ Xxx X. Xxxxxx, Xx.
---------------------
Name: Xxx X. Xxxxxx, Xx.
---------------------
Title: Vice President
---------------------
Global Power Equipment Group Inc.
Consent and First Amendment to Amended and Restated Credit Agreement
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BARCLAYS BANK PLC
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------
Title: Director
--------------------------------
Global Power Equipment Group Inc.
Consent and First Amendment to Amended and Restated Credit Agreement
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CITICORP USA, INC.
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxx X. Xxxx
----------------------------
Title: Vice President
----------------------------
Global Power Equipment Group Inc.
Consent and First Amendment to Amended and Restated Credit Agreement
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ALLIED IRISH BANKS PLC
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxx
-----------------------
Title: Senior Vice President
-----------------------
Global Power Equipment Group Inc.
Consent and First Amendment to Amended and Restated Credit Agreement
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SCHEDULE I
TERM A LOAN COMMITMENTS
----------------------------------------------------------------------------------------------------------------------------------
Term A Loan
Commitment Additional Additional
as of the Term A Loan Term A Term A Loan Term A
Lender Effective Date Commitment Percentage Commitment Percentage
----------------------------------------------------------------------------------------------------------------------------------
BANKERS TRUST COMPANY $ 6,666,666.66 $ 20,000,000.00 57.1428572% $ 26,666,666.66 28.0701756%
----------------------------------------------------------------------------------------------------------------------------------
CITICORP USA, INC. $ 6,666,666.67 $ 2,500,000.00 7.1428571% $ 9,166,666.67 9.6491228%
----------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE FIRST BOSTON $ 6,666,666.67 $ 2,500,000.00 7.1428571% $ 9,166,666.67 9.6491228%
----------------------------------------------------------------------------------------------------------------------------------
XXXXXXXX XXXX XXXX, XXXXXXXXX $ 8,888,888.89 $ 8,888,888.89 9.3567251%
----------------------------------------------------------------------------------------------------------------------------------
FLEET BANK $ 8,888,888.89 $ 8,888,888.89 9.3567251%
----------------------------------------------------------------------------------------------------------------------------------
BARCLAYS BANK PLC $ 8,888,888.89 $ 8,888,888.89 9.3567251%
----------------------------------------------------------------------------------------------------------------------------------
US BANK NATIONAL ASSOCIATION $ 8,888,888.89 $ 5,000,000.00 14.2857143% $ 13,888,888.89 14.6198830%
----------------------------------------------------------------------------------------------------------------------------------
ALLIED IRISH BANKS PLC $ 4,444,444.44 $ 5,000,000.00 14.2857143% $ 9,444,444,44 9.9415205%
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
TOTALS $ 60,000,000.00 $ 35,000,000.00 100.0000000% $ 95,000,000.00 100.0000000%
----------------------------------------------------------------------------------------------------------------------------------
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EXHIBIT A
FORM OF SUB DEBT REPAYMENT DOCUMENT
GLOBAL POWER EQUIPMENT GROUP INC.
We refer to Section 10.5 of the Senior Subordinated Loan
Agreement, dated as of August 1, 2000 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the "Loan Agreement"), among
Global Power Equipment Group Inc., a Delaware corporation (as successor to
Global Energy Equipment Group, L.L.C.) (the "Borrower"), and the lenders from
time to time party thereto (the "Lenders"). Unless otherwise defined herein,
terms used herein and in Schedule I hereto have the meanings provided in the
Loan Agreement.
As of the date specified on the signature page hereto as the
assignment date (the "Assignment Date"), the party designated on the signature
page hereto as assignor (the "Assignor") irrevocably sells, transfers, conveys
and assigns, without recourse, representation or warranty (except as expressly
set forth herein), to the party designated on the signature page hereto as
assignee (the "Assignee") and the Assignee irrevocably purchases from the
Assignor, that portion (the "Assigned Portion") of the Loans of the Assignor as
set forth on the signature page hereto at the purchase price set forth on the
signature page hereto.
Any accrued and unpaid interest, fees and other payments
related to the Assigned Portion assigned hereunder applicable to any period of
time prior to but excluding the Assignment Date shall be for the account of the
Assignor. Any accrued and unpaid interest, fees and other payments related to
the Assigned Portion assigned hereunder applicable to a period from and after
the Assignment Date shall be for the account of the Assignee. Each of the
Assignor and the Assignee severally agrees that it will hold for the other party
any interest, fees and other amounts which it may receive to which the other
party is entitled pursuant to any agreement between the parties and pay to the
other party any such amounts which it may receive promptly upon receipt thereof.
Assignee agrees to make all payments to Assignor by wire transfer of immediately
available funds to the account of Assignor specified on the signature page
hereto.
The Assignee hereby acknowledges and confirms that it has
received a copy of the Loan Agreement and the exhibits related thereto, together
with, to the extent requested by the Assignee in writing, copies of the
documents which were required to be delivered under the Loan Agreement as a
condition to the making of the Loans thereunder.
The Assignor represents and warrants that it is legally
authorized to enter into and deliver this agreement and represents that it is
the legal and beneficial owner of the Assigned Portion and that such Assigned
Portion is free and clear of any adverse claim. Except as set forth in the
previous sentence, the Assignor makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made pursuant to or in connection with this agreement, or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
agreement, the Loan Agreement, any other Credit Document or any other instrument
or document furnished pursuant hereto or thereto, including
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the financial condition of the Borrower or any of its Subsidiaries or the
performance or observance by any Lender of any of its obligations under the Loan
Agreement, any other Credit Document or any other instrument or document
furnished pursuant hereto or thereto. The Assignee represents and warrants that
it is legally authorized to enter into and deliver this agreement and confirms
that it has received a copy of the Loan Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 4.4 or 6.1 of the
Loan Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
agreement. In addition, the Assignee independently and without reliance upon the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, shall continue to make its own credit
decisions in taking or not taking action under the Credit Documents and the
other instruments and documents delivered in connection therewith.
Except as otherwise provided in the Loan Agreement, effective
as of the Assignment Date
(a) the Assignee
(i) shall be deemed automatically to have become a party to
the Loan Agreement and shall have all the rights and
obligations of a Lender under the Credit Documents as
if it were an original signatory thereto to the extent
specified in the second paragraph hereof;
(ii) agrees to be bound by the terms and conditions set
forth in the Credit Documents as if it were an original
signatory thereto; and
(b) the Assignor shall be released from its obligations under
the Credit Documents to the extent specified in the second paragraph hereof.
This agreement may be executed by the Assignor and Assignee in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.
THIS AGREEMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW
YORK).
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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EXHIBIT B
CERTIFICATE OF OFFICER
I, the undersigned, Chief Executive Officer of Global Power Equipment
Group Inc., a Delaware corporation (the "Borrower"), in accordance with Section
4(h) of that certain Consent and First Amendment to Amended and Restated Credit
Agreement dated as of June 15, 2001 (the "Amendment") among the Borrower,
Bankers Trust Company, as Administrative Agent, and the financial institutions
party thereto, do hereby certify on behalf of the Borrower, the following:
1. The representations and warranties set forth in Section 4 of
the Amendment are true and correct in all material respects as
of the date hereof except to the extent such representations
and warranties are expressly made as of a specified date in
which event such representations and warranties were true and
correct in all material respects as of such specified date;
2. No Default or Event of Default has occurred and is continuing;
and
3. The conditions of Section 5 of the Amendment have been fully
satisfied.
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings set forth in the Amendment.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered on
behalf of the Borrower this Certificate of Officer on this ___ day of
____________, 2001.
GLOBAL POWER EQUIPMENT GROUP INC.
By:
-----------------------------------
Name:
----------------------------------
Title:
---------------------------------
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EXHIBIT C
REAFFIRMATION OF GUARANTEE
Each of the undersigned acknowledges receipt of a copy of the Consent
and First Amendment to Amended and Restated Credit Agreement (the "Amendment";
capitalized terms used herein shall, unless otherwise defined herein, have the
meanings provided in the Amendment) dated as of June 15, 2001, by and among
Global Power Equipment Group Inc., Bankers Trust Company, as administrative
agent, and the financial institutions party thereto as Lenders, consents to such
amendment and each of the transactions referenced in the Amendment and hereby
reaffirms its obligations under the Subsidiary Guaranty, as applicable.
Dated as of __________, 2001.
DELTAK, L.L.C. XXXXXX CONSTRUCTION SERVICES, INC.
By: By:
-------------------------------- -------------------------------------
Name: Name:
------------------------------ -----------------------------------
Title: Title:
----------------------------- ----------------------------------
XXXXXX MANUFACTURING, L.L.C. CFI HOLDINGS, INC.
By: By:
-------------------------------- -------------------------------------
Name: Name:
------------------------------ -----------------------------------
Title: Title:
----------------------------- ----------------------------------
DELTAK CONSTRUCTION SERVICES, INC. CONSOLIDATED FABRICATORS, INC.
By: By:
-------------------------------- -------------------------------------
Name: Name:
------------------------------ -----------------------------------
Title: Title:
----------------------------- ----------------------------------
