AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.70
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is
entered into as of June 13, 2005 by and among GENERAL CABLE INDUSTRIES, INC., a Delaware
corporation (the “Borrower”), the Guarantors (such term and each other capitalized term used but
not defined herein having the meaning given to it in Article I of the Credit Agreement
referenced below), the Lenders signatory hereto, UBS AG, STAMFORD BRANCH, as administrative agent
(the “Administrative Agent”) for the Lenders and XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx
Business Financial Services Inc., as collateral agent (the “Collateral Agent”; and together with
the Administrative Agent, the “Agents”) for the Secured Parties and Issuing Bank.
WHEREAS, the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and
Lenders entered into that certain Amended and Restated Credit Agreement dated as of October 22,
2004 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), pursuant to which Lenders have agreed to make certain loans and other financial
accommodations to Borrower; and
WHEREAS, Borrower has requested that Agents and the Lenders to amend certain provisions of the
Credit Agreement, all upon the terms and subject to the conditions as herein set forth.
1 Amendments. Subject to the satisfaction of each of the conditions to effectiveness
set forth in Section 3 of this Agreement, each of the parties hereto hereby agree as
follows:
(a) The following defined terms are added to Article I of the Credit Agreement
in their proper alphabetical order:
“Ozark Account(s)” shall mean those certain Account(s) with Ozark Auto
Purchasing LLC as the Account Debtor owing to Borrower, any other Borrowing Base
Guarantor, or any Subsidiary thereof.
“First Amendment Effective Date” shall mean June 13, 2005.
(b) The defined term “Lender Addendum” is hereby amended and restated in its entirety
to read as follows:
“Lender Addendum” shall mean with respect to any Lender on the Original Closing
Date, the Closing Date or the First Amendment Effective Date, as the case may be, a
lender addendum in the form of Exhibit A-4¸ executed and
delivered by such
Lender on the Original Closing Date, the Closing Date or the First Amendment
Effective Date, as applicable, as provided in Section 11.14.
(c) The last sentence of the defined term “Revolving Commitment” is hereby amended and
restated in its entirety to read as follows:
“The aggregate amount of the Lenders’ Revolving Commitments on the First
Amendment Effective Date is $275.0 million.”
(d) Section 2.19(a)(xv)(b) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
“(b) any Account which is due according to its original terms of sale more than
90 days after its original invoice date, except as may be approved in advance and in
writing by Collateral Agent in its discretion, with such limitations as the
Collateral Agent may deem appropriate; it being understood and agreed that (I) as of
the Closing Date, an AutoZone Account, a Xxxxxx Xxxxx Account, a Ozark Account or an
Account of Graybar Electric Company, Inc. or State Electric Supply Co., Inc. which
is due according to its original terms of sale more than 90 days after its original
invoice date shall not be deemed in default by reason of this clause (b) or by
reason of clause (a) above, as long as such Account is not more than 30 days past
due according to its original terms of sale and does not remain unpaid for more than
150 days after its original invoice date; (II) to the extent AutoZone, Inc., Xxxxxx
Xxxxx Corporation, or Ozark Auto Purchasing LLC is an Investment Grade Account
Debtor, an AutoZone Account, Xxxxxx Xxxxx Account, or Ozark Account which is due
according to its original terms of sale more than 90 days after its original invoice
date shall not be deemed in default by reason of this clause (b) or by reason of
clause (a) above, as long as such Account is not more than 30 days past due
according to its original terms of sale and does not remain unpaid for more than 180
days after its original invoice date, and (III) (A) if the aggregate Available
Amounts of all AutoZone Accounts that are Eligible Accounts shall at any time exceed
25% of the aggregate Available Amounts of all Eligible Accounts which are included
in the Borrowing Base, then the Collateral Agent may establish a Reserve in the
exercise of its reasonable credit judgment in an amount equal to the excess of the
aggregate Available Amounts of such AutoZone Accounts over 25% of the aggregate
Available Amounts of all Eligible Accounts, (B) if the aggregate Available Amounts
of all Xxxxxx Xxxxx Accounts that are Eligible Accounts shall at any time exceed 7%
of the aggregate Available Amounts of all Eligible Accounts which are included in
the Borrowing Base, then the Collateral Agent may establish a Reserve in the
exercise of its reasonable credit judgment in an amount equal to the excess of the
aggregate Available Amounts of such Xxxxxx Xxxxx Accounts over 7% of the aggregate
Available Amounts of all Eligible Accounts, and (C) if the aggregate Available
Amounts of all Ozark Accounts that are Eligible Accounts shall at any
time exceed 3% of the aggregate Available Amounts of all Eligible Accounts
which are included in the Borrowing Base, then the Collateral Agent may establish a
Reserve in the exercise of its reasonable credit judgment in an amount
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equal to the
excess of the aggregate Available Amounts of such Ozark Accounts over 3% of the
aggregate Available Amounts of all Eligible Accounts;”
(e) Section 5.16 of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:
“SECTION 5.16 Distributions by GCC Spain. On or before June 30, 2006:
(a) each of the Loan Parties shall, jointly and severally, cause GCC Spain to make a
cash dividend or cash return of equity capital to Holdings in respect of the Equity
Interest held by Holdings in GCC Spain and/or to redeem, retire, purchase or
otherwise acquire for a consideration, in each case in cash, any such Equity
Interest outstanding, in an aggregate amount of not less than $10,000,000, (b)
immediately upon receipt of the proceeds of the distributions described in
clause (a) above, Holdings shall distribute such proceeds in cash and in an
aggregate amount of not less than $10,000,000, whether directly or through
sequential downstream of such distributions, to Borrower, (c) immediately upon
receipt of the proceeds of the distributions described in clause (b) above,
Borrower shall use such proceeds to prepay the Borrowings in an aggregate amount of
not less than $10,000,000 and (d) the Administrative Agent and the Collateral Agent
shall have received an Officers’ Certificate from Borrower certifying that the Loan
Parties have complied with the terms and provisions of this Section 5.16.”
(f) Clauses (iii) and (iv) of Section 6.01(l) of the Credit Agreement is hereby
amended and restated in their entirety to read as follows:
“(iii) [Intentionally Omitted];
(iv) of Holdings in respect of Indebtedness for borrowed money of Joint
Ventures as long as such Contingent Obligations do not exceed, together with all
Investments made in such Joint Ventures under Section 6.04(n), the Dollar
Equivalent of $25.0 million in the aggregate at any time; or”
(g) Section 6.04(n) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
“(n) additional Investments after the Original Closing Date in any Joint
Venture as long as the aggregate outstanding amount of additional Investments in all
Joint Ventures does not exceed with respect to all Joint Ventures, together with all
Contingent Obligations issued in respect of such Joint Ventures under Section
6.01(l)(iv) the Dollar Equivalent of $25.0 million in the aggregate; and”
(h) Section 6.04(o) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
“(o) (i) Loan Parties may capitalize or forgive any Indebtedness owed to it by
other Loan Parties (except that Borrower shall not forgive intercompany loans made
to any other Loan Party) and (ii) Holdings may capitalize the GCC
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Spain Refinancing
Intercompany Debt in an amount not to exceed 10.0 million Euros as long as no Event
of Default has occurred and is continuing.”
(i) Section 11.14 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
“11.14 Lender Addendum. Each Lender a party to the Prior Credit
Agreement on the Original Closing Date has delivered to the Administrative Agent a
Lender Addendum duly executed by such Lender, the Borrower and the Administrative
Agent. In addition, each Lender to become a party to this Agreement on the Closing
Date shall do so by delivering to the Administrative Agent a Lender Addendum duly
executed by such Lender, the Borrower and the Administrative Agent. In addition,
each Lender that is a party to that certain Amendment No. 1 to the Amended and
Restated Credit Agreement, dated as of the First Amendment Effective Date, among
such Lenders, the Administrative Agent, the Collateral Agent, the Borrower and the
other Loan Parties, shall deliver to the Administrative Agent on or prior to the
First Amendment Effective Date a Lender Addendum duly executed by such Lender, the
Borrower and the Administrative Agent.”
(j) Schedule 1.01(d), Schedule 1.01(e) and Schedule 3.05(b) to
the Credit Agreement are hereby amended and restated in their entirety to read as
Schedule 1.01(d), Schedule 1.01(e) and Schedule 3.05(b) respectively
to this Agreement.
2 Amendment to Lender Addendum. Each of the Lender Addenda among the Administrative
Agent, the Borrower and the Lenders signatory to this Agreement (other than UBS Loan Finance LLC
and Xxxxxxx) is hereby amended by increasing such Lender’s Commitment by an amount equal to such
Lender’s Pro Rata Percentage (as such Pro Rata Percentage is in existence prior to the date hereof
and without taking account of this Agreement) of $35,000,000, which represents the aggregate amount
of the increase in Commitments on the date hereof (the “Increased Commitment Amount”), the Lender
Addendum among the Administrative Agent, the Borrower and UBS Loan Finance LLC is hereby amended by
increasing UBS Loan Finance LLC’s Commitment in an amount equal to 11.458333333% of the Increased
Commitment Amount, and the Lender Addendum among the Administrative Agent, the Borrower and Xxxxxxx
is hereby amended by increasing Xxxxxxx’x Commitment by 11.458333333% of the Increased Commitment
Amount.
3 Conditions to Effectiveness. The parties hereto hereby agree that this Agreement
shall be effective upon satisfaction of the following conditions precedent:
(a) This Agreement shall have been executed and delivered by the Administrative Agent, the
Collateral Agent, the Required Lenders, all Lenders whose Commitment is increased upon the
effectiveness of this Agreement, the Borrower and the other Loan Parties.
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(b) The Administrative Agent shall have received a completed and executed Lender Addendum from
each Lender whose Commitment is increased upon the effectiveness of this Agreement.
(c) There shall have been delivered to the Administrative Agent and the Collateral Agent such
other documents, instruments, agreements, certificates and legal opinions as the Administrative
Agent and/or the Collateral Agent shall reasonably request in connection with the transactions
contemplated by this Agreement, including all those listed in the Closing Checklist attached hereto
as Annex I.
(d) The Administrative Agent shall have received, for the account of Lenders whose Commitments
are increased on the First Amendment Effective Date, an amendment fee in the amount of $43,750 (to
be allocated by the Administrative Agent among such Lenders based on the percentage of the
Increased Commitment Amount represented by the amount of increase in the Commitment of each such
Lender), which fee, once paid, shall be nonrefundable and shall not be creditable against any other
fees payable in connection with the Credit Agreement or the other Loan Documents.
(e) The Administrative Agent and the Collateral Agent shall have received all fees payable
pursuant to that certain Fee Letter, dated as of the date hereof, by an among the Administrative
Agent, the Collateral Agent and the Borrower.
(f) The representations and warranties contained herein shall be true and correct in all
respects, and, after giving effect to this Agreement, no Event of Default or Default shall exist on
the date hereof.
(a) The execution, delivery and performance by Borrower of this Agreement has been duly
authorized by all necessary corporate action and this Agreement is a legal, valid and binding
obligation of the Borrower and each of the other Loan Parties enforceable against the Borrower and
each of the other Loan parties in accordance with its terms, except as the enforcement thereof may
be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity or at law);
(b) Each of the representations and warranties contained in the Credit Agreement is true and
correct in all material respects on and as of the date hereof as if made on the date hereof, except
to the extent that such representations and warranties expressly relate to an earlier date; and
(c) Neither the execution, delivery and performance of this Agreement by the Borrower nor the
consummation of the transactions contemplated hereby does or shall result in a breach of, or
violate (i) any provision of the Borrower’s or any other Loan Party’s articles of incorporation or
bylaws or other similar documents or instruments, (ii) any law or regulation, or any order or
decree of any court or government instrumentality, applicable to the Borrower or the other Loan
Parties or binding upon any of their properties, or (iii) any indenture, mortgage, deed
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of trust, lease, agreement or other instrument to which the Borrower or any other Loan Party
is a party or by which the Borrower or any other Loan Party or any of their property is bound,
except in any such case to the extent such conflict or breach has been waived by a written waiver
document, a copy of which has been delivered to the Agents on or before the date hereof.
(a) Except as specifically set forth above, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed, including, without
limitation each Guarantor’s guarantee set forth in Article VII of the Credit Agreement.
(b) The execution, delivery and effectiveness of this Agreement shall not operate as a waiver
of any right, power or remedy of any Agent or any Lender under the Credit Agreement or any other
Loan Document, nor constitute an amendment of any provision of the Credit Agreement or any other
Loan Document, except as specifically set forth herein. Upon the effectiveness of this Agreement,
each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.
(c) The Borrower acknowledges and agrees that the execution and delivery by the Agents and the
Required Lenders of this Agreement shall not be deemed (i) to create a course of dealing or
otherwise obligate any Agent or any Lender to forbear, waive, consent or execute similar amendments
under the same or similar circumstances in the future, or (ii) to amend, relinquish or impair any
right of any Agent or any Lender to receive any indemnity or similar payment from any Person or
entity as a result of any matter arising from or relating to this Agreement.
(d) The Borrower affirms and acknowledges that this Agreement constitutes a Loan Document
under the Credit Agreement and any reference to the Loan Documents under the Credit Agreement
contained in any notice, request, certificate or other document executed concurrently with or after
the execution and delivery of this Agreement shall be deemed to include this Agreement unless the
context shall otherwise specify.
6 Costs and Expenses. As provided in Section 11.03 of the Credit Agreement,
Borrower agrees to reimburse Agents for all reasonable out-of-pocket expenses incurred by the
Administrative Agent and the Collateral Agent in connection with the preparation, execution and
delivery of this Agreement, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx, LLP,
counsel for the Administrative Agent.
7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.
8 Loan Document. This Agreement shall be deemed to be a Loan Document.
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9 Headings. Section headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other purposes.
10 Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed an original, but all such counterparts shall constitute
one and the same instrument. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf the signature is executed) the same with the same force and effect as if such
facsimile signature page were an original thereof, and such party shall promptly follow its
facsimile signature page by mailing of a hard copy original.
[Signature Pages Follow]
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LOAN PARTIES GENERAL CABLE INDUSTRIES, INC., as the Borrower |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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GENERAL CABLE COMPANY, as a
Loan Party, Guarantor and Borrowing Base Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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GENERAL CABLE CORPORATION, as a Loan Party, Borrowing Base Guarantor and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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GK TECHNOLOGIES,
INCORPORATED, as a Loan Party, Borrowing Base Guarantor and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
GENERAL CABLE INDUSTRIES, LLC, as a Loan Party, Borrowing Base Guarantor and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
GENERAL CABLE TECHNOLOGIES
CORPORATION, as a Loan
Party, Borrowing Base Guarantor and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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GENERAL CABLE TEXAS OPERATIONS,
L.P., as a Loan Party, Borrowing Base Guarantor and Guarantor By: GENERAL CABLE INDUSTRIES, INC., its general partner |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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MARATHON MANUFACTURING HOLDINGS,
INC., as a Loan Party and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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GENERAL CABLE OVERSEAS HOLDINGS, INC., as a Loan
Party and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
GENERAL CABLE MANAGEMENT LLC,
as a Loan Party and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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DIVERSIFIED CONTRACTORS,
INC., as a Loan Party and
Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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MLTC COMPANY, as a Loan Party and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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MARATHON STEEL COMPANY, as a Loan Party and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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GENCA CORPORATION, as a Loan Party and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
GENERAL CABLE CANADA LTD., as
a Loan Party and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
GENERAL CABLE DE MEXICO DEL NORTE
SA DE CV, as a Loan Party and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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GENERAL CABLE DE LATINOAMERICA,
SA DE CV, as a Loan Party and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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NEXTGEN FIBER OPTICS LLC, as a Loan Party, Borrowing Base Guarantor and Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and General Counsel |
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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
AGENTS UBS AG, STAMFORD BRANCH, as the Administrative Agent |
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By: | /s/ Xxxxxxx X. Saint | |||
Name: | Xxxxxxx X. Saint | |||
Title: | Director | |||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Director | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
XXXXXXX XXXXX CAPITAL, a
division of Xxxxxxx Xxxxx Business Financial Services Inc., as the Collateral Agent and a Lender |
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By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
LENDERS UBS LOAN FINANCE, LLC, as a Lender and as Swingline Lender |
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By: | s\ Xxxxxxx X. Saint | |||
Name: | Xxxxxxx X. Saint | |||
Title: | Director | |||
By: | s\ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Director | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
Allied Irish Banks, p.l.c, as a Lender |
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By: | /s/ Xxxxxx Xxxx | |||
Name: | Xxxxxx Xxxx | |||
Title: | Vice President | |||
By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Senior Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
JPMorgan Chase Bank, N.A., as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
The CIT Group/Business Credit, Inc., as a Lender |
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By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
Fleet Capital Corporation, as a Lender |
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By: | /s/ Xxxxxx X. Xxxx | |||
Name: | Xxxxxx X. Xxxx | |||
Title: | Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
General Electric Capital Corporation, as a Lender |
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By: | /s/ Xxxxxx X. Cloud | |||
Name: | Xxxxxx X. Cloud | |||
Title: | Duly Authorized Signatory | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
GMAC Commercial Finance LLC, as a Lender |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Director | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
ING CAPITAL LLC, as a Lender |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
LaSalle Business Credit, LLC, as a Lender |
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By: | /s/ Xxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxx Xxxxxx | |||
Title: | Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
NATIONAL CITY BUSINESS CREDIT, INC., as a Lender |
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By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
PNC BANK, N.A., as a Lender |
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By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxxxxx | |||
Title: | Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
RZB Finance LLC, as a Lender |
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By: | /s/ Xxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxx Xxxxx | |||
Title: | Group Vice President | |||
By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | First Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
UPS CAPITAL CORPORATION, as a Lender |
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By: | /s/ Xxxx X. Xxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxx | |||
Title: | Director of Portfolio Management | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
XXXXXXX BUSINESS CREDIT CORP., as a Lender |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
XXXXX FARGO FOOTHILL, LLC, as a Lender |
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By: | /s/ Xxxxxx Xxxx | |||
Name: | Xxxxxx Xxxx | |||
Title: | Vice President | |||
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
SCHEDULE 1.01 (D) TO THE CREDIT AGREEMENT
Appraised Net Orderly Liquidation Value of Eligible Equipment and the Appraised Fair
Market Value of Eligible Real Property
Market Value of Eligible Real Property
Eligible Equipment
Net Orderly | ||||||
Liquidation Value | ||||||
Location | Address | (OLV) $$Millions | ||||
Lawrenceburg, KY
|
1381 By-Pass North Xxxxxxxxxxxx, XX 00000 |
$ | 10.4 | |||
Marshall, TX
|
X.X. Xxx 000 X.X. Xxxxxxx 00 Xxxxxxxxxxx, XX 00000-0000 |
5.1 | ||||
Malvern, AR
|
X.X. Xxx 000 Xxxxxxx, XX 00000 |
2.9 | ||||
Bonham, TX
|
000 X. Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
6.3 | ||||
Jackson, TN
|
00 Xxxxxxx Xxxxx Xxxxxxx, XX 00000 |
5.4 | ||||
DuQuoin, IL
|
0000 Xxxxx Xxxxxxxxxx XxXxxxx, XX 00000 |
3.3 | ||||
Lincoln, XX
|
Xxxxx Xxxxx Xxxxx Xxxxxxx, XX 00000 |
3.7 | ||||
Franklin, MA
|
00 Xxxxx Xxxx Xxxxxxxx, XX 00000 |
3.6 |
1
Eligible Real Property
Appraised | ||||||
Fair Market Value | ||||||
Location | Address | $$Millions | ||||
Altoona, PA
|
0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxx, XX 00000 |
$ | 2.9 | |||
DuQuoin, IL
|
0000 Xxxxx Xxxxxxxxxx XxXxxxx, XX 00000 |
3.4 | ||||
Lawrenceburg, KY
|
0000 Xx-Xxxx Xxxxx Xxxxxxxxxxxx, XX 00000 |
3.5 | ||||
Lincoln, XX
|
Xxxxx Xxxxx Xxxxx Xxxxxxx, XX 00000 |
3.9 | ||||
Malvern, AR
|
X.X. Xxx 000 Xxxxxxx, XX 00000 |
4.7 | ||||
Marshall, TX
|
X.X. Xxx 000 X.X. Xxxxxxx 00 Xxxxxxxxxxx, XX 00000-0000 |
5.6 | ||||
Highland Heights, KY
|
0 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx, XX 00000 |
3.5 |
2
SCHEDULE 1.01 (E) TO THE CREDIT AGREEMENT
Business Locations in the United States and Canada of Borrower or any Borrowing Base
Guarantor where Equipment is located
Guarantor where Equipment is located
UNITED STATES
Location | Address | |
Highland Heights
|
0 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx, XX 00000 |
|
Altoona, PA
|
0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxx, XX 00000 |
|
Bonham, TX
|
000 X. Xxxxxx Xx. Xxxxxx, XX 00000 |
|
Chino, CA
|
00000 Xxxxxxxx Xxx. Xxxxx, XX 00000 |
|
Dayville, CT
|
000 Xxxx Xxxx Xxxxxxxx, XX 00000 |
|
DuQuoin, IL
|
0000 Xxxxx Xxxxxxxxxx XxXxxxx, XX 00000 |
|
Franklin, MA
|
00 Xxxxx Xxxxxxx Xxxxxxxx, XX 00000 |
|
Indianapolis, IN
|
0000 Xxxxxxxxx Xx. Xxxxxxxxxxxx, XX 00000 |
|
Jackson, TN
|
00 Xxxxxxx Xx. Xxxxxxx, XX 00000 |
|
Lawrenceburg, KY
|
0000 Xx-Xxxx Xxxxx Xxxxxxxxxxxx, XX 00000 |
|
Lebanon, IN
|
000 Xxxxx Xxxxxxxxxx Xxxx. Xxxxxxx, XX 00000 |
|
Lincoln, XX
|
Xxxxx Xxxxx Xx. Xxxxxxx, XX 00000 |
|
Malvern, AR
|
X.X. Xxx 000 Xxxxxxx, XX 00000 |
3
Xxxxxxxx | Xxxxxxx | |
Xxxxxxxxxx, XX
|
000 XxXxxxxx Xx. Xxxxxxxxxx, XX 00000 |
|
Marion, IN
|
X.X. Xxx 000 000 X. 0xx Xx. Xxxxxx, XX 00000 |
|
Marshall, TX
|
X.X. Xxx 000 X.X. Xxxxxxx 00 Xxxxxxxxxxx, XX 00000-0000 |
|
Plano, TX
|
000 Xxxxxx X Xxxxx, XX 00000 |
|
South Xxxxxx, MA
|
00 Xxxxx Xx. Xxxxx Xxxxxx, XX 00000 |
|
Taunton, MA
|
00 Xxxxxxx Xx. Xxxxxxx, XX 00000 |
|
Willimantic, CT
|
0000 Xxxx Xxxx Xx. Xxxxxxxxxxx, XX 00000 |
CANADA
LaMalbaie, QC
|
0000 Xxxx. Xx Xxxxxxxx Xx Xxxxxxx, XX X0X 0X0 |
|
Moose Jaw, SK
|
00 Xxxxxxxxx Xx. Xxxxx Xxx, XX X0X 0X0 |
|
St. Xxxxxx, QC
|
0000 Xxxxxxxxx Xxxxxxxxxxxxx Xx. Xxxxxx, XX X0X 0X0 |
|
Toronto, ON
|
000 Xxxxxx Xx. Xxxxxx, XX X0X 0X0 |
4
SCHEDULE 3.05(B) TO CREDIT AGREEMENT
REAL PROPERTY
1. United States Properties
Location | Interest Held | |
Altoona, PA 0000 Xxxxxxxx Xxxxxx Xxxx. Xxxxxxx, XX 00000 |
Fee | |
Auburn, WA Building 3 0000 X Xxxxxx XX Xxxxxx, XX 00000 |
Leasehold | |
Bonham, TX 000 X. Xxxxxx Xx. Xxxxxx, XX 00000 |
Fee | |
Chino, CA 00000 Xxxxxxxx Xxx. Xxxxx, XX 00000 |
Leasehold | |
Cumming, GA South Forsyth Executive Office Park 000 Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
Leasehold | |
Dayville, CT 000 Xxxx Xxxx Xxxxxxxx, XX 00000 |
Leasehold | |
DuQuoin, IL 0000 Xxxxx Xxxxxxxxxx XxXxxxx, XX 00000 |
Fee | |
Eagle Pass, TX 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxx, XX 00000 |
Leasehold | |
Franklin, MA 00 Xxxxx Xxxxxxx Xxxxxxxx, XX 00000 |
Leasehold |
5
Location | Interest Held | |
Grapevine, TX 0000/0000 Xxxxx Xxxxxxx 000 Xxxxx Xxxxxxxxx, Xxxxx 00000 |
Leasehold | |
Highland Heights, KY 0 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx, XX 00000 |
Leasehold | |
Houston, TX 000 Xxxxxx Xxxx Xxxxxxx, XX 00000 |
Fee | |
Indianapolis, IN 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxxx, XX 00000 |
Leasehold | |
Indianapolis, IN 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxxx, XX 00000 |
License | |
Jackson, TN 00 Xxxxxxx Xxxxx Xxxxxxx, XX 00000 |
Fee | |
Kingman, AZ 0000 X. Xxxxxxxxxx Xxxxxxxxx Xxxxxxx, XX 00000 |
Fee | |
Lawrenceburg, KY 0000 Xx-Xxxx Xxxxx Xxxxxxxxxxxx, XX 00000 |
Fee | |
Lebanon, IN 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxx, XX 00000 |
Leasehold | |
Lincoln, XX Xxxxx Xxxxx Xxxxx Xxxxxxx, XX 00000 |
Fee | |
Malvern, AR Highway 000 Xxxx Xxxxx Xxxx, XX 00000 |
Fee |
6
Location | Interest Held | |
Manchester, NH 000 XxXxxxxx Xx. Xxxxxxxxxx, XX 00000 |
Fee | |
Marion, IN 000 Xxxx 0xx Xxxxxx Xxxxxx, XX 00000 |
Fee | |
Marshall, TX (Scottsville) 0000 XX Xxxxxxx 00 Xxxxxxxxxxx, XX 00000-0000 |
Fee | |
Monticello, IL 0000 X. Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Leasehold | |
Muncie, IN 0000 X. Xxxxxxx Xxxxxx Xxxxxx, XX 00000 |
Fee | |
New Brunswick, NJ 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 |
Fee | |
Plano, TX 000 Xxxxxx X Xxxxx, XX 00000 |
Fee | |
South Xxxxxx, MA 00 Xxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 |
Fee |
7
Location | Interest Held | |
Suffern, NY 0 Xxxxxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000 |
Leasehold | |
Taunton, MA 00 Xxxxxxx Xxxxxx Xxxxxxx, XX 00000 |
Leasehold | |
Watkinsville, GA 000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxxxx, XX 00000 |
Fee | |
Willimantic, CT 0000 Xxxx Xxxx Xx. Xxxxxxxxxxx, XX 00000 |
Fee |
8
2. Canadian Properties
XxXxxxxxx, XX Xxxxxx 0000 Xxxx. Xx Xxxxxxxx Xx Xxxxxxx, XX X0X 0X0 Xxxxxx |
Fee | |
Moose Jaw, SK Canada 00 Xxxxxxxxx Xxxx Xxxxx Xxx, XX X0X 0X0 Xxxxxx |
Fee | |
Xxxxxxxx, XX Xxxxxx 0000 Xxxx-Xxxxx Xxxxxxxxx Xxxxx 000 Xx. Xxxxxxx, XX X0X 0X0 Xxxxxx |
Leasehold | |
Xx. Xxxxxx, XX Xxxxxx 0000 Xxxxxxxxx Xxxxxxxxxxxxx Xx. Xxxxxx, XX X0X 0X0 Xxxxxx |
Fee | |
Xxxxxxx, XX Xxxxxx 000 Xxxxxx Xxxxx Xxxxxx, XX X0X 0X0 Xxxxxx |
Leasehold |
3. Maintenance and Repairs
None
9
ANNEX I
To
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT
CLOSING CHECKLIST
PARTIES TO THE TRANSACTION
A. | General Cable Industries, Inc., a Delaware corporation (“Borrower”) | |
B. | General Cable Corporation, a Delaware corporation (“Holdings”), | |
GK Technologies, Inc., a New Jersey corporation
(“Intermediate Holdings”), Marathon Manufacturing Holdings, Inc., a Delaware corporation (“Marathon Holdings”), Diversified Contractors, Inc., a Delaware corporation (“Diversified”), MLTC Company, a Delaware corporation (“MLTC”), Marathon Steel Company, an Arizona corporation (“Marathon”), General Cable Company, a Nova Scotia corporation (“General Cable Canada”), General Cable Management, LLC, a Delaware limited liability company (“Texas Holdings”), General Cable Texas Operations L.P., a Delaware limited partnership (“General Cable Texas”), General Cable Industries, LLC, a Delaware limited liability company (“GC LLC”), General Cable Technologies Corporation, a Delaware corporation (“General Cable Technologies”), Genca Corporation, a Delaware corporation (“Genca”), General Cable Overseas Holdings, Inc., (“Overseas”), NextGen Fiber Optics LLC (“NextGen”) General Cable Mexico del Norte SA de CV, a Mexican corporation (“del Norte”), General Cable de Latinoamerica, SA de CV, a Mexican corporation, (“Latinoamerica”), General Cable Canada, Ltd., an Ontario corporation (“GCC Ltd.”) (the above, collectively, the “Guarantors”) |
||
X. | Xxxxxxx Xxxxx Capital, a division of Xxxxxxx Xxxxx Business Financial Services, Inc. (“Collateral Agent,” or, in its individual capacity, “Merrill”) | |
D. | UBS AG, Stamford Branch (“Administrative Agent,” or, in its individual capacity, “UBS”) | |
E. | UBS Loan Finance LLC, as Swingline lender (“Loan Finance”) |
10
X. Xxxxxx & Xxxxxxx LLP, US and English counsel to Administrative Agent and Collateral Agent
(“L&W”)
B. Blank Rome LLP, counsel to Borrower (“BR”)
X. Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel to Borrower (“OHH”)
D. Stikeman Xxxxxxx LLP, Canadian counsel to Administrative Agent and Collateral Agent (“SE”)
X. Xxxxx, Xxxxxxx x Xxxxxxx, S.C. (“RHM”), Mexican counsel to Administrative Agent and Collateral
Agent
F. DE Brauw Blackstone Westbroek (“BBW”), Dutch counsel to Administrative Agent and Collateral
Agent
X. Xxxxx & LE Masurier (“O&M”), Jersey counsel to Administrative Agent and Collateral Agent
H. Xxxx Xxxxxxxx (“UM”), Spanish counsel to Administrative Agent and Collateral Agent
X. Xxxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx & Associados (“GPCB”), Portugal counsel to Administrative
Agent and Collateral Agent
X. Xxxx Brena, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, Mexican counsel to Borrower
K. Landwell — PricewaterhouseCoopers, Spanish counsel to Borrower
X. Xxxxxxxx & Xxxxx Xxxxxxx, Madeira counsel to Borrower
M. Oficina Xxxxxx Xxxxxxx, Dominican Republic counsel to Borrower and Agents
X. Xxxxxx Xxxx, Xxxxxx Xxxxxxx counsel to Borrower
X. Xxxxxx, Jersey counsel to Borrower
X. Xxxx Gully, New Zealand counsel to Borrower and Agents
X. Xxxxxxx Xxxxxxxx, Barbados counsel to Borrower and Agents
R. Xxxxxx Xxxx — Netherlands, Dutch counsel to Borrower
S. Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel to Borrower
11.1 | Amendment No. 1 to Amended and Restated Credit Agreement | ||
11.2 | Annex I to Annexes to Amendment No. 1 — Closing Checklist | ||
11.3 | Schedule 1.01(d) — Appraised Net Orderly Liquidation Value of Eligible Equipmenta dn the Appraised Fair Market Value of Eligible Real Property | ||
11.4 | Schedule 1.01(e) — Locations of Eligible Equipment | ||
11.5 | Schedule 3.05(b) — Real Property |
12 | Amended AND RESTATED REVOLVING NOTES issued by Borrower in favor of: |
(a) | Allied Irish | ||
(b) | XX Xxxxxx (f/k/a Bank One | ||
(c) | CIT Group | ||
(d) | Fleet Capital | ||
(e) | GE Capital | ||
(f) | GMAC Commercial | ||
(g) | ING Capital | ||
(h) | LaSalle Business Credit | ||
(i) | Xxxxxxx Xxxxx | ||
(j) | National City | ||
(k) | PNC Bank | ||
(l) | RZB Finance | ||
(m) | UBS Loan Finance | ||
(n) | UPS Capital | ||
(o) | Xxxxxxx Business Credit | ||
(p) | Xxxxx Fargo Foothill |
13 | LENDER ADDENDA from each of the following: |
(a) | Allied Irish | ||
(b) | XX Xxxxxx (f/k/a Bank One | ||
(c) | CIT Group | ||
(d) | Fleet Capital | ||
(e) | GE Capital | ||
(f) | GMAC Commercial | ||
(g) | ING Capital | ||
(h) | LaSalle Business Credit | ||
(i) | Xxxxxxx Xxxxx | ||
(j) | National City | ||
(k) | PNC Bank | ||
(l) | RZB Finance | ||
(m) | UBS Loan Finance | ||
(n) | UPS Capital | ||
(o) | Xxxxxxx Business Credit | ||
(p) | Xxxxx Fargo Foothill |
14 | SECURITY DOCUMENTS |
14.1 | Master Reaffirmation of Security Documents | ||
14.2 | Acknowledgement and Confirmation of Guarantee and Security |
15 | REAL ESTATE DOCUMENTS | |
16 | CORPORATE AND ORGANIZATIONAL DOCUMENTS |
16.1 | General Cable Industries, Inc. |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.2 | Holdings |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.3 | Intermediate Holdings |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in New Jersey | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.4 | Marathon Holdings |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.5 | Diversified |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware |
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.6 | MLTC |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.7 | Marathon |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Arizona | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.8 | Texas Holdings |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Formation and Operating Agreement | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.9 | GCC LP |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Formation and Partnership Agreement | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.10 | GCC LLC |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Formation and Operating Agreement | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.11 | General Cable Technologies |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.12 | Genca |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.13 | NextGen |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Formation and Operating Agreement | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.14 | Overseas |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.15 | General Cable Company (Canada) |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Status of General Cable Company from the province of Nova Scotia | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.16 | del Norte |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation (or Mexican equivalent thereof) and By-laws (or Mexican equivalent thereof) |
(b) | Certificate of Long Form Good Standing (or Mexican equivalent thereof) | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.17 | Latinoamerica |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation (or Mexican equivalent thereof) and By-laws (or Mexican equivalent thereof) | ||
(b) | Certificates of Foreign Qualification (or Mexican equivalent thereof) | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
17 | OPINIONS OF COUNSEL |
17.1 | Opinion of BR, counsel to Borrower | ||
17.2 | Opinion of OHH, Canadian counsel to Borrower | ||
17.3 | Opinion of Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel to Borrower | ||
17.4 | Emails confirmations from foreign counsels to Borrower and Guarantors: |
(a) | Barbados | ||
(b) | Dominican Republic | ||
(c) | England | ||
(d) | Jersey | ||
(e) | Madeira | ||
(f) | Mexico | ||
(g) | The Netherlands | ||
(h) | New Zealand | ||
(i) | Spain |
18 | MISCELLANEOUS CLOSING DOCUMENTS |
18.1 | Fee Letter | ||
18.2 | Post Closing Agreement |