EXHIBIT 4.14
EXECUTION COPY
SECOND AMENDMENT TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT, dated as of March 25, 2003 (the "Amendment"), to the
Second Amended and Restated Credit Agreement, dated as of December 20, 2001 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), among INTERNATIONAL WIRE GROUP, INC., a Delaware
corporation, and its domestic Subsidiaries (collectively, the "Borrowers"),
INTERNATIONAL WIRE HOLDING COMPANY, a Delaware corporation ("Holdings"), the
several banks and other financial institutions from time to time parties thereto
(the "Lenders") and JPMORGAN CHASE BANK, a New York banking corporation, as
administrative agent for the Lenders thereunder (in such capacity, the
"Administrative Agent").
WITNESSETH:
WHEREAS, the Borrowers, Holdings, the Lenders and the Administrative
Agent are parties to the Credit Agreement;
WHEREAS, the Borrowers have requested that the Administrative Agent and
the Lenders amend the Credit Agreement, as more fully described herein;
WHEREAS, the Borrowers have requested that the Administrative Agent and
the Lenders consent to amending the Guarantee and Collateral Agreement, as more
fully described herein; and
WHEREAS, the Administrative Agent and the Lenders are willing to agree
to such amendment and consent, but only upon the terms and subject to the
conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
which are defined in the Credit Agreement are used herein as therein defined.
2. Amendment to Subsection 1.1. (a) The definition of "Applicable
Margin" contained in Subsection 1.1 of the Credit Agreement is hereby amended in
its entirety to read as follows:
"Applicable Margin": for each Type of Loan, the rate per annum set
forth under the relevant column heading below:
Alternate Base Rate Loans
2.50%
2
Eurodollar Rate Loans
3.50%
(b) Subsection 1.1 of the Credit Agreement is hereby amended by
inserting the following new definition in the appropriate alphabetical order:
"Second Amendment": the Second Amendment, dated as of March 25,
2003, to this Agreement.
3. Amendment to Subsection 8.1. (a) Subsection 8.1(a) of the Credit
Agreement is hereby amended by deleting the portion of the table therein
covering the period set forth below and inserting in lieu thereof the following
table portion:
Calendar Quarter Interest Coverage Ratio
---------------- -----------------------
2003 1st 1.20 to 1.00
2nd 1.15 to 1.00
3rd 1.15 to 1.00
4th 1.15 to 1.00
2004 1st 1.20 to 1.00
(b) Subsection 8.1(b) of the
Credit Agreement is hereby amended by
deleting the portion of the table therein covering the period set forth below
and inserting in lieu thereof the following table portion:
Calendar Quarter Amount
---------------- ----------
2003 1st 46,000,000
2nd 45,000,000
3rd 45,000,000
4th 45,000,000
2004 1st 46,000,000
(c) Subsection 8.1(c) of the Credit Agreement is hereby amended
by deleting the portion of the table therein covering the period set forth below
and inserting in lieu thereof the following table portion:
Fiscal Year Ratio
----------- ------------
2003 1st 1.25 to 1.00
Fiscal Year Ratio
----------- ------------
2nd 1.25 to 1.00
3rd 1.25 to 1.00
4th 1.25 to 1.00
2004 1st 1.15 to 1.00
4. Amendment to Subsection 8.2. Subsection 8.2 of the Credit Agreement
is hereby amended by (a) deleting the amount $7,500,000 contained in subsection
8.2(b) and inserting in lieu thereof the amount $2,500,000 and (b) deleting the
text of each of subsections 8.2(f) and 8.2(g) in its entirety and in each case
inserting in lieu thereof [Reserved].
5. Amendment to Subsection 8.3. Subsection 8.3(j) of the Credit
Agreement is hereby amended by deleting the text in its entirety and inserting
in lieu thereof [Reserved].
6. Amendment to Subsection 8.6. Subsection 8.6(d) of the Credit
Agreement is hereby amended by deleting the amount $10,000,000 contained therein
and inserting in lieu thereof $5,000,000.
7. Amendment to Subsection 8.7. Subsection 8.7(a)(i) of the Credit
Agreement is hereby amended by deleting the amount $750,000 contained therein
and inserting in lieu thereof $250,000.
8. Amendment to Subsection 8.8. Subsection 8.8 of the Credit Agreement
is hereby amended by (a) deleting the amount 19,000,000 set forth opposite
fiscal year 2003 and inserting in lieu thereof 16,000,000 and (b) deleting in
its entirety the proviso at the end thereof and inserting the following proviso
in lieu thereof:
provided, however that aggregate expenditures made pursuant to this
Section during the first quarter of fiscal year 2004 shall not exceed
$4,000,000.
9. Amendment to Subsection 8.9. Subsection 8.9 of the Credit Agreement
is hereby amended by deleting the text of each of subsections 8.9(h), 8.9(k) and
8.9(n) in its entirety and in each case inserting in lieu thereof [Reserved].
10. Amendment to Subsection 8.11(b)(ii). Subsection 8.11(b)(ii) of the
Credit Agreement is hereby amended by deleting ";" at the end thereof and
inserting in lieu thereof the following:
provided, that Consolidated EBITDA of the Company and its Subsidiaries
after giving effect to such payment for any period of four consecutive calendar
quarters ending at the end of the calendar quarter on which such fees and
expenses are due and payable is equal to or greater than $52,000,000. In the
event that such Consolidated EBITDA is equal to or greater than $52,000,000, the
Company and its Subsidiaries shall only be entitled to make payment on that
portion of such fees and expenses that would not reduce such Consolidated EBITDA
below
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$52,000,000 after giving effect to such payment. Any such fees and expenses not
permitted to be paid as a result of the application of this Section shall accrue
and shall be payable in cash in any succeeding quarter in which the Consolidated
EBITDA of the Company and its Subsidiaries for the four consecutive calendar
quarters ending at the end of the immediately preceding calendar quarter is
equal to or greater than $52,000,000 after giving effect to such payment and any
other payment due and payable under the monitoring and oversight agreement set
forth on Schedule 8.11;
11. Amendment to Subsection 8.18. Subsection 8.18(i)(F) of the Credit
Agreement is hereby amended by deleting the amount $10,000,000 contained therein
and inserting in lieu thereof $5,000,000.
12. Amendment Fee. The Borrowers will pay to the Administrative Agent,
for the account of each Lender which executes and returns this Second Amendment
to the Administrative Agent on or prior to March 24, 2003, an amendment fee
equal to 0.25% of the Revolving Credit Commitment of such Lender in effect on
the Effective Date (as defined below), such fee to be payable on the Effective
Date.
13. Consent to Amend the Guarantee and Collateral Agreement. The Credit
Parties and the Lenders hereby consent to the amending of the Guarantee and
Collateral Agreement as follows:
Account numbers 550007911 and 323205348 with JPMorgan Chase Bank
shall each be designated as a Collateral Proceeds Account in substitution of
account number 323-381413 and rather than as a Collection Deposit Account and a
Deposit Account, respectively, and all references to the Collateral Proceeds
Account shall refer jointly to these accounts.
14. Conditions to Effectiveness of this Amendment. This Amendment shall
become effective upon the date (the "Effective Date") when the following
conditions are satisfied:
(a) Amendment. The Administrative Agent shall have received
this Amendment, executed and delivered by a duly authorized officer of
each of (i) the Borrowers, (ii) Holdings and (iii) the Required
Lenders;
(b) 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;
(c) Representations and Warranties. Each of the
representations and warranties made by the Credit Parties in or
pursuant to the Loan Documents shall be true and correct in all
material respects on and as of the date hereof before and after giving
effect to the effectiveness of this Amendment, as if made on and as of
the date hereof, except to the extent such representations and
warranties expressly relate to a specific earlier date, in which case
such representations and warranties were true and correct as of such
earlier date;
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(d) Payment of Fees. The Borrowers shall have paid to the
Administrative Agent all fees and expenses required to be paid on or
before the Effective Date in connection with this Amendment.
15. Continuing Effect of the Credit Agreement. (a) This Amendment shall
not constitute an amendment or waiver of any provision of the Credit Agreement
not expressly referred to herein and shall not be construed as an amendment,
waiver or consent to any further or future action on the part of the Credit
Parties that would require an amendment, waiver or consent of the Lenders or
Administrative Agent. Except as expressly amended hereby, the provisions of the
Credit Agreement are and shall remain in full force and effect;
(b) The change provided for in this Amendment to the Applicable Margin
shall be effective for the period commencing on the Effective Date and shall not
affect any interest accruals prior thereto.
16. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including by facsimile),
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
17. Severability. Any provision of this Amendment 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.
18. Integration. This Amendment 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.
19. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
TN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
INTERNATIONAL WIRE GROUP, INC.
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
INTERNATIONAL WIRE HOLDING COMPANY
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
CAMDEN WIRE CO., INC.
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
IWG RESOURCES, LLC
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
INTERNATIONAL WIRE ROME OPERATIONS, INC.
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
OWI CORPORATION
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
OMEGA WIRE, INC.
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
WIRE TECHNOLOGIES, INC.
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
XX XXXXXX XXXXX BANK, as Administrative
Agent and as a Lender, as Swing Line
Lender and as Issuing Lender
By: /s/ XXXX X. XXXXXX
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
THE CIT GROUP/BUSINESS CREDIT
By: /s/ XXXX XXXXXXXXXXXX
--------------------------------------
Name: Xxxx Xxxxxxxxxxxx
Title: Vice President
Team Leader
CONGRESS FINANCIAL CORPORATION
By: /s/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
WHITEHALL BUSINESS CREDIT CORPORATION
By: /s/ XXXXXXXX XXXXX
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
LASALLE BUSINESS CREDIT, LLC
By: /s/ XXXXXXX X. WOLOT
--------------------------------
Name: Xxxxxxx X. Wolot
Title: Vice President
ORIX FINANCIAL SERVICES, INC.
By: /s/ XXXX X. XXXXXX
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ XXXXXXXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
