EXHIBIT 4.1
FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
FIRST AMENDMENT, dated as of March 18, 2002 (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 ("Holding"), 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"). Unless otherwise defined herein, terms which are
defined in the Credit Agreement and used herein are so used as so defined.
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 agree to amend certain provisions of the Credit Agreement, as more
fully described herein; and
WHEREAS, the Administrative Agent and the Lenders are willing to amend
such provisions of the Credit Agreement, 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 Amendments to the Credit Agreement
Section 1 of the Credit Agreement is hereby amended as follows:
(a) by inserting the following definition in the appropriate
alphabetical order
"First Amendment Effective Date": the effective date of the
First Amendment, dated as of March 18, 2002, to this Agreement.
(b) the definition of "M&E Component" is hereby amended by
deleting the phrase "25%" where it appears therein and substituting in
lieu thereof the phrase "35%",
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2. Conditions to Effectiveness of this Amendment. This Amendment shall
become effective upon the satisfaction of the following conditions precedent:
(a) Amendment. The Administrative Agent shall have received
this Amendment, executed and delivered by a duly authorized officer of
each of the Borrowers and Holdings and by the 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 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.
3 Miscellaneous.
(a) Reference to and Effect on the Loan Documents. On and
after the First Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the
other Loan Documents to "the Credit Agreement", "thereunder", "thereof"
or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended or waived hereby.
The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of
the Loan Documents. Except as expressly amended herein, all of the
provisions of the Credit Agreement and the other Loan Documents are and
shall remain in full force and effect in accordance with the terms
thereof and are hereby in all respects ratified and confirmed.
(b) Effect. Except as expressly amended 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.
(c) Counterparts. This Amendment may be executed by one or
more of the parties to this Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies
of this Amendment signed by all the parties shall be lodged with the
Administrative Agent.
(d) 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.
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(e) 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.
(f) GOVERNING LAW. THIS AMENDMENT AND ANY NOTES AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY NOTES SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.
[THE REST 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.
/s/ XXXXX XXXXXXX
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Name: XXXXX XXXXXXX
Title:
INTERNATIONAL WIRE HOLDING COMPANY
/s/ XXXXX XXXXXXX
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Name: XXXXX XXXXXXX
Title:
CAMDEN WIRE CO., INC.
/s/ XXXXX XXXXXXX
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Name: XXXXX XXXXXXX
Title:
IWG RESOURCES, LLC
By: /s/ XXXXX XXXXXXX
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Name: XXXXX XXXXXXX
Title:
INTERNATIONAL WIRE ROME OPERATIONS, INC.
By: /s/ XXXXX XXXXXXX
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Name: XXXXX XXXXXXX
Title:
5
OWI CORPORATION
By: /s/ XXXXX XXXXXXX
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Name: XXXXX XXXXXXX
Title:
OMEGA WIRE, INC.
By: /s/ XXXXX XXXXXXX
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Name: XXXXX XXXXXXX
Title:
WIRE TECHNOLOGIES, INC.
By: /s/ XXXXX XXXXXXX
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Name: XXXXX XXXXXXX
Title:
XX XXXXXX XXXXX BANK, as
Administrative Agent and as a Lender, as
Swing Line Lender and as Issuing Lender
/s/ XXXXXX X. XXXXXXX
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Name: XXXXXX X. XXXXXXX
Title: VICE PRESIDENT
THE CIT GROUP/BUSINESS CREDIT, INC
By: /s/ XXXX XXXXXXXXXXXX
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Name: XXXX XXXXXXXXXXXX
Title: VICE PRESIDENT TEAM LEADER
CONGRESS FINANCIAL CORPORATION
/s/ XXXXXX X. XXXXXX
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Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
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IBJ WHITEHALL BUSINESS CREDIT CORPORATION
/s/ XXXXX XXXXXXXX
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Name: XXXXX XXXXXXXX
Title: ASSISTANT TREASURER
LASALLE BUSINESS CREDIT, INC.
By: /s/ XXXXXXX X. WACOT
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Name: XXXXXXX X. WACOT
Title: VICE PRESIDENT
ORIX FINANCIAL SERVICES, INC.
By: /s/ XXXXXX X. XXXXXX
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Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ XXXXXXX X. XXXXX
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Name: XXXXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT
