Exhibit 4.5
AMENDED AND RESTATED CREDIT AGREEMENT
CREDIT AGREEMENT, dated as of October 31, 1996, as amended and
restated as of March 31, 1997, among BCP/ESSEX HOLDINGS INC., a Delaware
corporation ("BCP HOLDINGS"), ESSEX GROUP, INC., a Michigan corporation (the
"COMPANY"), the several banks and other financial institutions from time to time
parties to this Agreement (the "LENDERS"; individually a "LENDER") and THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for the
Lenders hereunder (the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, dated as of October 31,
1996 (the "EXISTING CREDIT AGREEMENT"), among BCP Holdings, the Company, the
lenders parties thereto and The Chase Manhattan Bank, as Administrative Agent,
such lenders thereto have agreed to extend credit to the Company;
WHEREAS, BCP Holdings and the Company have requested that the Existing
Credit Agreement be amended and restated as hereinafter provided;
WHEREAS, the Lenders and the Administrative Agent are willing to agree
to such amendment and restatement; and
WHEREAS, it is the intent of the parties hereto that this Agreement
not constitute a novation of the obligations and liabilities existing under the
Existing Credit Agreement or evidence repayment of all or any of such
obligations and liabilities and that this Agreement amend and restate in its
entirety the Existing Credit Agreement and re-evidence the obligations of BCP
Holdings and the Company outstanding thereunder;
NOW, THEREFORE, the parties hereto hereby agree that on the Amendment
and Restatement Effective Date the Existing Credit Agreement will be amended and
restated in its entirety as follows:
SECTIONS 1.1 THROUGH 11.17 (OTHER THAN SECTIONS 11.8, 11.11, 11.12 AND
11.17)
Sections 1.1 through 11.17 (other than Sections 11.8, 11.11, 11.12 and
11.17) of the Existing Credit Agreement, in each case with their respective
existing Section designations, are hereby incorporated herein by reference as
if set forth in full herein, except that, for purposes of such incorporation by
reference:
a. Section 1.1 of the Existing Credit Agreement shall be deemed
amended by (i) deleting the definitions of "AGREEMENT", "APPLICABLE MARGIN",
"LEVEL" and "MAXIMUM INVESTMENT AMOUNT" in their entirety and (ii) inserting the
following definitions in correct alphabetical order:
"AGREEMENT": this Amended and Restated Credit Agreement, as further
amended, supplemented or otherwise modified from time to time.
"AMENDMENT AND RESTATEMENT EFFECTIVE DATE": the date on which each of
the conditions precedent specified in Section 5.3 shall have been
satisfied.
"APPLICABLE MARGIN": for each Type of Revolving Credit Loan, on
any date, the rate per annum set forth below opposite the Level then in
effect:
LEVEL EURODOLLAR LOANS ABR LOANS
------------- ---------------- ---------
I 0.375% 0%
II 0.500% 0%
III 0.625% 0%
IV 0.750% 0%
V 1.125% 0.125%
VI 1.500% 0.500%
"LEVEL": as of any date of determination, the level set forth
below then in effect, as determined in accordance with the following
provisions of this definition:
LEVEL LEVERAGE RATIO
---------------- ---------------------------------
I Less than or equal to 2.00 to 1.0
II Less than or equal to 2.50 to 1.0
III Less than or equal to 3.00 to 1.0
IV Less than or equal to 3.50 to 1.0
V Less than or equal to 4.00 to 1.0
VI Greater than 4.00 to 1.0
For the purposes of this definition, the Level shall be determined as at
the end of each of the first three quarterly periods of each fiscal year of
Holdings and as at the end of each fiscal year of Holdings, for the period
(a "LEVEL TEST PERIOD") of four consecutive fiscal quarters ending on the
last day of such quarterly period or fiscal year, as the case may be, based
on the relevant financial statements delivered pursuant to Section 6.1;
changes in the Level shall become effective on the date on which such
financial statements are delivered to the Lenders (but in any event not
later than the 50th day after the end of each of the first three quarterly
periods of each fiscal year or the 105th day after the end of each fiscal
year, as the case may be) and shall remain in effect until the next change
to be effected pursuant to this definition, PROVIDED, that, on the
Amendment and Restatement Effective Date, the Level shall be determined in
accordance with the financial information provided in the Compliance
Certificate delivered pursuant to Section 5.3(f), and PROVIDED, FURTHER,
that if any financial statements referred to above are not delivered within
the time periods specified above, then, until such financial statements are
delivered, the Level as at the end of the fiscal period that would have
been covered thereby shall be deemed to be Xxxxx XX.
0
"XXXXXXX XXXXXXXXXX XXXXXX": as of any date of determination, the
amount set forth below opposite the Level then in effect:
LEVEL AMOUNT
------------ ----------------------
I $100,000,000
II 100,000,000
III 100,000,000
IV 80,000,000
V 60,000,000
VI 40,000,000
"OFFERING": any public equity offering effected pursuant to the
Registration Statement on Form S-1, filed with the Securities and Exchange
Commission on February 19, 1997, as Registration No. 333-22043, and as the
same may be amended, supplemented or otherwise modified from time to time.
b. Section 1.1 of the Existing Credit Agreement shall be deemed
amended by (i) deleting clause (g) of the definition of "INDEBTEDNESS" in its
entirety and (ii) substituting in lieu thereof the following new clause (g):
"(g) all obligations of such Person to purchase, redeem, retire or
otherwise acquire for value any Capital Stock of such Person or any
warrants, rights or options to acquire such Capital Stock, except for any
purchases, redemptions, retirements or other acquisitions payable solely in
shares of common stock of Holdings,"
c. Section 2 of the Existing Credit Agreement shall be deemed amended
by replacing Section 2.4(a) thereof with the following new Section 2.4(a):
"2.4 FEES. (a) The Company agrees to pay to the Administrative Agent
a commitment fee for the account of the Lenders for the period from and
including the Amendment and Restatement Effective Date to the Revolving
Credit Termination Date, computed at a rate equal to (i) 0.125% per annum
on any date on which Level I is in effect, (ii) 0.150% per annum on any
date on which Level II is in effect, (iii) 0.200% per annum on any date on
which Level III is in effect, (iv) 0.250% per annum on any date on which
Level IV is in effect,, (v) 0.300% per annum on any date on which Level V
is in effect or (vi) 0.375% per annum on any date on which Level VI is in
effect, on the average daily amount of the Available Revolving Credit
Commitment of each Lender during the period for which payment is made,
payable quarterly in arrears on the last day of each March, June, September
and December and on the Revolving Credit Termination Date or such earlier
date as the Revolving Credit Commitments shall terminate as provided
herein, commencing on the first of such dates to occur after the Amendment
and Restatement Effective Date. It is understood that commitment fees
accruing through the Amendment and Restatement Effective Date shall be
calculated in the manner specified in the Existing Credit Agreement prior
to giving effect to this Agreement."
4
d. Section 4 of the Existing Credit Agreement shall be deemed amended
by (i) (A) adding the phrase "and December 31, 1996" after the date
"December 31, 1995" contained in the first sentence of Section 4.1(b) of the
Existing Credit Agreement and (B) adding the phrase ", as supplemented by the
1997 budget delivered to the Lenders on December 20, 1996," after the date
"September 12, 1996" contained in Section 4.1(c) of the Existing Credit
Agreement and (ii) adding thereto the following new Section 4.24:
"4.24 REPRESENTATIONS AND WARRANTIES ON AMENDMENT AND RESTATEMENT
EFFECTIVE DATE. Each of the representations and warranties made by
Holdings or the Company in Sections 4.1 through 4.23 is true and correct on
and as of the Amendment and Restatement Effective Date, as if made on and
as of the Amendment and Restatement Effective Date."
e. Section 5 of the Existing Credit Agreement shall be deemed amended
by adding thereto the following new Section 5.3:
"5.3 CONDITIONS TO AMENDMENT AND RESTATEMENT EFFECTIVE DATE. The
Amendment and Restatement Effective Date shall be the date of satisfaction
of the following conditions precedent:
(a) AGREEMENT. The Administrative Agent shall have received
(a) counterparts hereof, executed by all of the parties listed on the
signature pages hereof, and (b) in the case of each Lender and each
Existing Lender (as defined in Section 11.19), an Addendum to this
Agreement executed by such Lender or Existing Lender. Prior to the
Amendment and Restatement Effective Date, the Administrative Agent
shall deliver to the Lenders a replacement Schedule 1.1A to the Credit
Agreement setting forth the allocations of Revolving Credit
Commitments to the Lenders.
(b) CLOSING CERTIFICATE. The Administrative Agent shall have
received a fully executed certificate of each of the Company and
Holdings dated the Amendment and Restatement Effective Date,
substantially in the form of Exhibit H, with appropriate insertions
and attachments.
(c) LEGAL OPINIONS. The Administrative Agent shall have
received the executed legal opinions of Cravath, Swaine & Xxxxx,
counsel to the Company and the general counsel to the Company,
substantially in the form of the opinions of such counsel rendered on
the Effective Date with changes therein to reflect that such opinions
are in respect of this Agreement and are rendered on the Amendment and
Restatement Effective Date.
(d) CONSUMMATION OF THE OFFERING. The Offering shall have been
consummated on satisfactory terms, the Net Cash Proceeds thereof
received by Holdings shall equal at least $50,000,000 and the entire
amount of such Net Cash Proceeds shall have been applied to prepay
outstanding Senior Unsecured Term Loans and Revolving Credit Loans.
(e) LOAN DOCUMENT REAFFIRMATION. Each Subsidiary of the Company
shall have executed a reaffirmation of its obligations under the Loan
Documents to which it is a party.
5
(f) DELIVERY OF THE COMPLIANCE CERTIFICATE. The Company shall
have delivered a Compliance Certificate for the most recent period
ended December 31, 1996, which Compliance Certificate shall include
financial information giving effect on a PRO FORMA basis to the
Offering and the application of proceeds thereof."
f. Section 7 of the Existing Credit Agreement shall be deemed amended
by replacing Section 7.13 with the following new Section 7.13:
"7.13 CORPORATE DOCUMENTS. Amend its certificate of incorporation
(except (a) to increase the number of authorized shares of common stock,
(b) to the extent necessary to consummate the BCP/Company Merger or (c) as
described in the registration statement for the Offering)."
g. The amount "$25,000,000" in Section 7.2(o) of the Existing Credit
Agreement shall be deemed to be the amount "$50,000,000".
h. References in the Existing Credit Agreement to "the date hereof",
"the date of this Agreement" and similar references shall in each case be deemed
to be references to the date "October 31, 1996."
i. Section 8 of the Existing Credit Agreement shall be deemed amended
by (i) deleting paragraph (j) thereof and (ii) substituting in lieu thereof the
following new paragraph (j):
"(j) (i) The Bessemer Group in the aggregate shall cease to
beneficially own (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission), directly or indirectly, securities representing at
least 20% on a fully diluted basis of the ordinary voting power for the
election of directors of Holdings; (ii) any Person or group (within the
meaning of Rule 13d-5 of the Securities and Exchange Commission), other
than any Person or group consisting solely of one or more members of the
Bessemer Group, Investors and directors, officers or employees (or former
directors, officers or employees) of Holdings or any of its Subsidiaries,
shall, directly or indirectly, have the power to vote or direct the voting
of securities representing a greater percentage of the ordinary voting
power for the election of directors of Holdings than securities then
beneficially owned by Bessemer Group; (iii) any Person or group, other than
any Person or group consisting solely of member of the Bessemer Group,
Investors and directors, officers or employees (or former directors,
officers or employees) of Holdings or any of its Subsidiaries, shall have
acquired, by contract or otherwise, the power to exercise directly or
indirectly a controlling influence over the management or policies of
Holdings; (iv) Holdings shall cease to own and control, of record and
beneficially, directly, 100% of each class of outstanding Capital Stock of
the Company free and clear of all Liens (except Liens created by the
Holdings Pledge Agreement); (v) the Company shall issue any Capital Stock
(or any security convertible into any of its Capital Stock) that is not
pledged to Administrative Agent for the benefit of the Lenders; or (vi) at
any time that any Senior Notes are outstanding, a "CHANGE OF CONTROL" (as
defined in the Senior Note Indenture) shall occur;
6
j. Section 11.2 of the Existing Credit Agreement shall be deemed
amended by replacing the following information:
"Chase Agent Bank Services Group
Grand Central Tower
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Telecopy: 000-000-0000"
with:
"The Chase Manhattan Bank
c/o Loan Agency Services Group
One Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Telecopy: 000-000-0000"
SECTIONS 11.8, 11.11, 11.12 AND 11.17
11.8 COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Company and the
Administrative Agent.
11.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
11.12 SUBMISSION TO JURISDICTION; WAIVERS. Each of Holdings and the
Company hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which
it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;
(c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to Holdings
or the Company, as the case may
7
be, at its address set forth in Section 11.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the
right to xxx in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to
in this Section 11.12 any special, exemplary, punitive or consequential
damages.
11.17 INTEGRATION. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT OF
HOLDINGS, THE COMPANY, THE ADMINISTRATIVE AGENT AND THE LENDERS WITH RESPECT TO
THE SUBJECT MATTER HEREOF, WHICH AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE
OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT BETWEEN OR AMONG ANY OF THE
PARTIES HERETO, 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.
SECTIONS 11.18 THROUGH 11.19
11.18 SCHEDULES AND EXHIBITS. Schedules 1.1A, 1.1B, 1.1C, 4.1(b),
4.5, 4.8, 4.9, 4.16, 4.20(b), 4.20(c), 5.1(g), 7.2(c), 7.3(f), 7.7(a) and 7.11
and Exhibits A through L of the Existing Credit Agreement are hereby
incorporated by reference as Schedules 1.1A, 1.1B, 1.1C, 4.1(b), 4.5, 4.8, 4.9,
4.16, 4.20(b), 4.20(c), 5.1(g), 7.2(c), 7.3(f), 7.7(a) and 7.11 and Exhibits A
through L hereto, respectively. For purposes of such incorporation by
reference, such Exhibits shall be deemed modified to incorporate any other
modifications made pursuant to this Agreement.
11.19 EXISTING LENDERS. Each Lender which after the Amendment and
Restatement Effective Date no longer holds Loans or a Revolving Credit
Commitment (an "EXISTING LENDER") is executing this Agreement (through an
Addendum) solely for the purpose of acknowledging that its rights and
obligations in respect of its Loans and Revolving Credit Commitment will
terminate on the Amendment and Restatement Effective Date upon repayment in full
(or purchase by another Lender) of all amounts owing to it under the Existing
Credit Agreement on the Amendment and Restatement Effective Date. The
modifications effected by this Agreement are being approved by Lenders holding
100% of the Revolving Credit Commitments after giving effect to the repayment of
the Loans and the termination of the Revolving Credit Commitments of the
Existing Lenders (or purchase of any such Loans or Revolving Credit Commitments
by other Lenders) on the Amendment and Restatement Effective Date.
8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
BCP/ESSEX HOLDINGS, INC.
By: /s/ XXXXX X. XXXX
----------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President, Treasurer
ESSEX GROUP, INC.
By: /s/ XXXXX X. XXXX
---------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President, Treasurer
THE CHASE MANHATTAN BANK, as Administrative Agent
By: /s/ XXXXXXXX XXXXXXX, XX.
----------------------------------
Name: X. Xxxxxxx
Title: Vice President
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: BANK OF AMERICA ILLINOIS
By: /s/ XXXXXXXX XXXXXXXXX
------------------------------
Name: Xxxxxxxx XxxXxxxxx
Title: Managing Director
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: THE BANK OF NEW YORK
By: /s/ XXXX X. XXXXXX
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: THE BANK OF NOVA SCOTIA
By: /s/ F. C. H. XXXXX
--------------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: COMERICA BANK
By: /s/ XXXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: NBD BANK, N.A.
By: /s/ XXXX X. OTHESON
-----------------------------
Name: Xxxx X. Otheson
Title: Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, New York Branch
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Deputy General Manager
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: NATIONSBANK, N.A.
By: /s/ XXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Sr. Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: FORT XXXXX NATIONAL BANK
By: /s/ XXXXXX X. XXXXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: MELLON BANK, N.A.
By: /s/ XXXXX X. XXXXXXX
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: NATIONAL CITY BANK OF INDIANA
By: /s/ XXXXXX K. XXXX
-----------------------
Name: Xxxxxx K. Xxxx
Title: Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: UNITED STATES NATIONAL BANK OF OREGEON
By: /s/ XXXXX X. XXXXXX
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: NORWEST BANK INDIANA, NATIONAL
ASSOCIATION
By: /s/ XXXX-XX XXXXXX
---------------------------
Name: Xxxx-Xx Xxxxxx
Title: Assistant Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: XXX XXXXXX AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By: /s/ XXXXX X. GOOD
--------------------------
Name: Xxxxx X. Good
Title: Vice President
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: BANK OF MONTREAL
By: /s/ XXXXXX X. XXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Directorr
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: KEY BANK NATIONAL ASSOCIATION
By: /s/ XXXXXXX X. XXXX
-------------------------
Name: Xxxxxxx X. Xxxx
Title: VP
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: BHF-BANK AKTIENGELSELLSCHAFT
By: /s/ XXXXXXX XXXXXX /s/ XXXXX XXXX
---------------------------------------------
Name: Xxxxxxx Xxxxxx Xxxxx Xxxx
Title: A.T. A.V.P.
As of March 31, 1997
LENDER ADDENDUM
The undersigned Lender (i) agrees to all of the provisions of the
Amended and Restated Credit Agreement dated as of March 31, 1997, among
BCP/Essex Holdings, Inc., a Delaware corporation, Essex Group Inc., a Michigan
corporation (the "COMPANY"), the several banks and other financial institutions
from time to time parties thereto (the "LENDERS"; individually a "LENDER") and
The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders, thereunder (as the same may be further amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
and (ii) becomes a party thereto, as a Lender, with an obligation to make
Revolving Credit Loans to the Company in an aggregate principal amount not to
exceed the amount of its Revolving Credit Commitment as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Capitalized terms defined in the Credit Agreement shall have their respective
defined meanings herein.
Name of
Lender: CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ XXXXX XXXXX
----------------------------------
Name: Xxxxx Xxxxx, F.V.P.
Title: Head of Corporate Banking
Chicago
As of March 31, 1997
