INTERNATIONAL WIRE GROUP, INC., as Borrower, INTERNATIONAL WIRE HOLDING COMPANY, as Guarantor, CAMDEN WIRE CO., INC., THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, THE CHASE MANHATTAN BANK, as Administrative Agent,
1
EXHIBIT 10.27
EXECUTION COPY
================================================================================
SECOND AMENDMENT AND WAIVER TO
AMENDED AND RESTATED CREDIT AGREEMENT
among
INTERNATIONAL WIRE GROUP, INC.,
as Borrower,
INTERNATIONAL WIRE HOLDING COMPANY,
as Guarantor,
CAMDEN WIRE CO., INC.,
THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO,
THE CHASE MANHATTAN BANK,
as Administrative Agent,
and
BANKERS TRUST COMPANY,
as Documentation Agent
-------------------------
CHASE SECURITIES INC.
and
BT SECURITIES CORPORATION,
as Arrangers
-------------------------
DATED AS OF SEPTEMBER 29, l997
================================================================================
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SECOND AMENDMENT AND WAIVER
TO AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT AND WAIVER, dated as of September 29, 1997, to the
Amended and Restated Credit Agreement, dated as of February 12, 1997 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), among INTERNATIONAL WIRE GROUP, INC., a Delaware
corporation (the "Borrower"), INTERNATIONAL WIRE HOLDING COMPANY, a Delaware
corporation ("Holdings"), CAMDEN WIRE CO., INC., a New York corporation
("Camden"), the several banks and other financial institutions from time to time
parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders thereunder (in such
capacity, the "Administrative Agent"), and BANKERS TRUST COMPANY, as
documentation agent for the Lenders thereunder (in such capacity, the
"Documentation Agent"). Unless otherwise defined herein, terms which are defined
in the Credit Agreement and used herein are so used as so defined.
WITNESSETH:
WHEREAS, the Borrower, Holdings, the Lenders, the Administrative Agent
and the Documentation Agent are parties to the Credit Agreement;
WHEREAS, the Borrower desires to establish the Philippines Project and
to secure Philippines Project Indebtedness (as hereinafter defined) in
connection therewith;
WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement to permit the Philippines Project Indebtedness; and
WHEREAS, the Borrower has requested a waiver of certain provisions of
the Credit Agreement as described below;
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Amendments to Section 1.1 of the Credit Agreement. Section 1.1
of the Credit Agreement is hereby amended by inserting the following new
definitions in the proper alphabetical order:
"Philippines Project": an insulated wire facility located in
the city of Cebu in the Republic of the Philippines."
"Philippines Project Documentation": certain loan, security,
real property lease, supply and other related agreements and documents
entered into by the Borrower, its Subsidiaries or its Affiliates in
connection with the Philippines Project and the terms of which shall
be reasonably satisfactory to the Administrative Agent."
"Philippines Project Indebtedness": up to $18,000,000 in
aggregate of Indebtedness secured by any Foreign Subsidiary from the
Borrower, any Domestic
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Subsidiary of the Borrower, or a third party (subject to Section
8.2(i)(ii) in the case of any intercompany Indebtedness) for the
purpose of financing the construction and working capital needs of the
Philippines Project and in accordance with the Philippines Project
Documentation."
2. Amendment to Subsection 8.2 of the Credit Agreement. Subsection
8.2(i) of the Credit Agreement is hereby amended by inserting a semicolon at
the end of subsection 8.2(i)(ii), deleting the remainder of subsection 8.2(i)
in its entirety and inserting the following in lieu thereof:
(iii) of ECM and any other Foreign Subsidiary of the
Borrower to local financial institutions for working
capital purposes other than the Philippines Project
Indebtedness and (iv) of any Foreign Subsidiary of the
Borrower for financing under the Philippines Project
Indebtedness; provided that the aggregate principal
amount of Indebtedness described in clauses (i) and
(ii) above plus the aggregate commitments of all
working capital facilities described in subclause (iii)
shall in no event exceed $17,000,000 at any one time
and provided further that the aggregate amount of the
Philippines Project Indebtedness described in subclause
(iv) shall in no event exceed $18,000,000 at any one
time.
3. Amendment to Subsection 8.3 of the Credit Agreement.
Subsection 8.3(p) of the Credit Agreement is hereby amended by deleting the
phrase "subsections 8.2(i)(ii) and (iii)" and inserting in lieu thereof the
phrase "subsections 8.2(i)(ii), (iii) and (iv)".
4. Amendment to Subsection 8.4 of the Credit Agreement. (a)
Subsection 8.4(i) of the Credit Agreement is hereby amended by deleting the
word "and" at the end of said subsection.
(b) Subsection 8.4(j) of the Credit Agreement is hereby amended by
deleting the period at the end of said subsection and inserting in lieu thereof
a semi-colon followed by the word "and".
(c) Subsection 8.4 of the Credit Agreement is hereby amended by
adding the following subsection 8.4(k) immediately after subsection 8.4(j):
"(k) unsecured guarantees of the Philippines Project
Indebtedness, if any."
5. Amendment to Subsection 8.8 of the Credit Agreement. (a)
Subsection 8.8(c) of the Credit Agreement is hereby amended by deleting the
phrase "paragraph (d)" and inserting in lieu thereof the phrase "paragraphs (d)
and (e)".
(b) Subsection 8.8 of the Credit Agreement is hereby amended by
inserting the following subsection 8.8(e) immediately after subsection 8.8(d):
(e) In addition to the Capital Expenditures permitted
pursuant to paragraphs (a), (b) and (d) of this
subsection 8.8, the Borrower and/or any of its
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Subsidiaries may make Capital Expenditures of up to
$15,000,000 in the aggregate in connection with the
Philippines Project during the Borrower's 1997 and 1998
fiscal years pursuant to the terms of the Philippines
Project Documents.
6. Waiver of Subsection 7.9 of the Credit Agreement. The Lenders
hereby waive the obligation of the Borrower and/or any Domestic Subsidiary to
pledge all property acquired after the Second Amendment Closing Date pursuant
to Subsection 7.9 of the Credit Agreement only to the extent that the Borrower
shall not be required to pledge to the Administrative Agent for the ratable
benefit of the Lenders certain Promissory Notes (as the same may be amended,
supplemented or restated) acquired pursuant to that certain Note Purchase
Agreement issued by Camden Associates, Edon Associates, Xxxxxx Associates,
Jordan Associates, and Onondaga Associates in the aggregate principal amount of
$5,791,831.98 and secured by mortgages on certain properties located in the
Villages of Jordan and Camden, New York.
7. Conditions to Effectiveness of this Amendment and Waiver. The
agreement of each Lender party to this Amendment and Waiver is subject to the
satisfaction of the following conditions precedent:
(a) Amendment and Waiver. The Administrative Agent shall have
received this Amendment and Waiver, executed and delivered by a duly authorized
officer of the Borrower, Holdings and Camden with a counterpart for each
Lender.
(b) Pledged Stock. The Administrative Agent shall have received
issued and outstanding shares of all classes of the Capital Stock of any new
Subsidiary created in connection with the Philippines Project and held by the
Borrower or any of its Subsidiaries to the extent required under Subsection
7.12 of the Credit Agreement.
(c) No Default. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the transactions
contemplated herein.
(d) Representations and Warranties. Each of the representations
and warranties made by the Credit Parties and their Subsidiaries in or pursuant
to the Loan Documents shall be true and correct in all material respects on and
as of the date hereof as if made on and as of the date hereof, except for any
representation and warranty which is expressly made as of an earlier date,
which representation and warranty shall have been true and correct in all
material respects as of such earlier date.
8. Miscellaneous.
(a) Effect. Except as expressly amended or waived hereby, all of
the representations, warranties, terms, covenants and conditions of the Loan
Documents shall remain unamended and not waived and shall continue to be in
full force in effect.
(b) Counterparts. This Amendment and Waiver may be executed by one
or more of the parties to this Amendment and Waiver on any number of separate
counterparts, and all of
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said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment and Waiver signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.
(c) Severability. Any provision of this Amendment and Waiver which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
(d) Integration. This Amendment and Waiver and the other Loan
Documents represent the agreement of the Credit Parties, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are
no promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.
(e) GOVERNING LAW. THIS AMENDMENT AND WAIVER AND ANY NOTES AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND WAIVER AND ANY
NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first written.
INTERNATIONAL WIRE GROUP, INC.,
as Borrower
By: /s/ XXXXX X. XXXXXXX
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
INTERNATIONAL WIRE HOLDING
COMPANY, as Guarantor
By: /s/ XXXXX X. XXXXXXX
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
CAMDEN WIRE CO., INC.
By: /s/ XXXXX X. XXXXXXX
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a
Lender, as Swing Line Lender
and as Issuing Lender
By: /s/ XXXXXXX X. XXXXXX
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
BANKERS TRUST COMPANY
By: /s/
--------------------------
Name:
Title:
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AERIES FINANCE LTD.
By: /s/ XXXXXX XXX XXXXXXX
--------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
THE BANK OF NEW YORK
By: /s/ XXXXXXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Assistant Treasurer
BANK OF SCOTLAND
By: /s/ XXXXX XXXX TAT
--------------------------------
Name: XXXXX XXXX TAT
Title: VICE PRESIDENT
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By: /s/ XXXXX XXXXXX
--------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
By: /s/ XXXXXXX X. XXXXX
--------------------------------
Name: XXXXXXX X. XXXXX
Title: VP-GROUP MANAGER
BANQUE PARIBAS
By: /s/ PIERRE-XXXX XX XXXXXXXX
--------------------------------
Name: PIERRE-XXXX xx XXXXXXXX
Title: General Manager
By: /s/ XXXXXX X. XXXXXX
--------------------------------
Name: XXXXXX X. XXXXXX
Title: Assistant Vice President
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CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ XXXX XXXXXX
--------------------------------
Name: XXXX XXXXXX
Title: SENIOR VICE PRESIDENT
BRANCH MANAGER
CERES FINANCE LTD.
By: /s/ XXXXX EGGLISHAW
--------------------------------
Name: Xxxxx Egglishaw
Title: DIRECTOR
DEBT STRATEGIES FUND, INC.
By:
--------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ X. X. XXXXXXXX
--------------------------------
Name:
Title:
XXXXXX FINANCIAL, INC.
By: /s/ XXXXXXX XXXXX
--------------------------------
Name: XXXXXXX XXXXX
Title: VICE PRESIDENT
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: /s/ TAKUYA HONJO
--------------------------------
Name: TAKUYA HONJO
Title: SENIOR VICE PRESIDENT
9
KZH HOLDING CORPORATION III
By: /s/ XXXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Agent
KZH-CRESCENT CORPORATION
By: /s/ XXXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Agent
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /s/ XXXXXXX XXXXXX
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Deputy General Manager
MEDICAL LIABILITY MUTUAL
INSURANCE CO.
By: CHANCELLOR LGT SENIOR SECURED
MANAGEMENT, INC. as Investment
Manager
By: /s/ XXXXXXX DALLEADER
-------------------------------------
Name: Xxxxxxx Dalleader
Title: Assistant Vice President
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By:
-------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
-------------------------------------
Name:
Title:
10
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ XXXXXXXXX XXXXXXX
-----------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
PRIME INCOME TRUST
By: /s/ XXXXXX XXXXXXX
-----------------------------
Name: XXXXXX XXXXXXX
Title: V.P. PORTFOLIO MANAGER
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT &
RESEARCH, as Investment Advisor
By: /s/ PAYSON X. XXXXXXXXX
-----------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
STRATA FUNDING LTD.
By: /s/ XXXXX EGGLISHAW
-----------------------------
Name: Xxxxx Egglishaw
Title: DIRECTOR
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XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ XXXXXXX X. XXXXXXX
-------------------------------
Name: XXXXXXX X. XXXXXXX
Title: Senior Vice President &
Director
DEEPROCK & COMPANY
by: Xxxxx Xxxxx Management, as
Investment Advisor
By:
-------------------------------
Name:
Title:
CITY NATIONAL BANK
By: /s/ XXXX XXXXX
-------------------------------
Name: Xxxx Xxxxx
Title: Vice President
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STRATA FUNDING LTD.
By:
-------------------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By:
-------------------------------
Name:
Title:
DEEPROCK & COMPANY
by: Xxxxx Xxxxx Management, as
Investment Advisor
By: /s/ PAYSON X. XXXXXXXXX
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
CITY NATIONAL BANK
By:
-------------------------------
Name:
Title:
13
KZH-SOLEIL CORPORATION (formerly
known as KZH Holding Corporation)
By:
-------------------------------
Name:
Title:
CAPTIVA II FINANCE LTD.
By: /s/ XXXXX EGGLISHAW
-------------------------------
Name: Xxxxx Egglishaw
Title: DIRECTOR
