JOINDER AGREEMENT
Exhibit 10.1
Reference is made to the Third Amended and Restated Credit Agreement dated as of October 31,
2007 (as it may be amended, modified, extended or restated from time to time, the “Credit
Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference)
among GENERAL CABLE INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the Guarantors from
time to time party thereto, the Lenders from time to time party thereto, Issuing Banks party
thereto and GE BUSINESS FINANCIAL SERVICES INC. (FORMERLY KNOWN AS XXXXXXX XXXXX BUSINESS FINANCIAL
SERVICES INC.), as Swingline Lender, Administrative Agent and Collateral Agent for the Secured
Parties.
W I T N E S S E T H:
WHEREAS, the Guarantors have entered into the Credit Agreement and the Security Agreement in
order to induce the Lenders to make the Loans to or for the benefit of Borrower;
WHEREAS, pursuant to Section 5.11 of the Credit Agreement and Section 3.5 of the Security
Agreement, each of the undersigned Subsidiaries (individually, a “New Guarantor” and collectively,
the “New Guarantors”) is required at this time to become a Guarantor under the Credit Agreement and
a Guarantor and Pledgor under the Security Agreement by executing a Joinder Agreement. Each New
Guarantor is executing this joinder agreement (“Joinder Agreement”) to the Credit Agreement and the
Security Agreement in order to induce the Lenders to make additional Revolving Loans and as
consideration for the Loans previously made.
NOW, THEREFORE, the Administrative Agent, Collateral Agent and each New Guarantor hereby agree
as follows:
1. Guarantee and Joinder. In accordance with Section 5.11 of the Credit Agreement and 3.5 of
the Security Agreement, each New Guarantor by its signature below becomes a Guarantor under the
Credit Agreement and a Guarantor and Pledgor under the Security Agreement with the same force and
effect as if originally named therein as a Guarantor and a Guarantor and Pledgor.
2. Representations and Warranties. Each New Guarantor hereby (a) agrees to all the terms and
provisions of the Credit Agreement and the Security Agreement applicable to it as a Guarantor and a
Guarantor and Pledgor, respectively, thereunder and (b) represents and warrants that the
representations and warranties made by it as a Guarantor and a Guarantor and Pledgor, respectively,
thereunder are true and correct in all material respects (except that any representation and
warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and
correct in all respects) on and as of the date hereof. Each reference to a Guarantor in the Credit
Agreement shall be deemed to include each New Guarantor.
3. Severability. Any provision of this Joinder Agreement 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.
4. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall
constitute an original. Delivery of an executed signature page to this Joinder Agreement by
facsimile transmission shall be as effective as delivery of a manually executed counterpart of
this Joinder Agreement.
5. No Waiver. Except as expressly supplemented hereby, the Credit Agreement and the Security
Agreement shall remain in full force and effect.
6. Notices. All notices, requests and demands to or upon any New Guarantor, any Agent or any
Lender shall be governed by the terms of Section 11.01 of the Credit Agreement.
7. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of August, 2009.
| GEPCO INTERNATIONAL, INC., as New Guarantor | |||||
| By: | /s/ Xxxxxx X. Xxxxxx | ||||
| Name: Xxxxxx X. Xxxxxx | |||||
| Title: Executive Vice President | |||||
| ISOTEC, INC., as New Guarantor | |||||
| By: | /s/ Xxxxxx X. Xxxxxx | ||||
| Name: Xxxxxx X. Xxxxxx | |||||
| Title: Executive Vice President | |||||
| Address for Notices: | |||||
| 0 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx, XX 00000 Attn: General Counsel |
|||||
| GE BUSINESS FINANCIAL SERVICES INC. (FORMERLY KNOWN AS XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC.), as Administrative Agent and Collateral Agent |
|||||
| By: | /s/ Xxxxxx X. Xxxxxxx | ||||
| Name: Xxxxxx X. Xxxxxxx | |||||
| Title: | Its Duly Authorized Signatory | ||||
