1
EXHIBIT 10.27
===============================================================================
FOURTH AMENDMENT 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.
as Arranger
-------------------------------------
DATED AS OF DECEMBER 29, 1999
===============================================================================
2
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
FOURTH AMENDMENT, dated as of December 29, 1999 (this "Amendment"), 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"), 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").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, Holdings, the Lenders, the Administrative Agent and
the Documentation Agent are parties to the Credit Agreement;
WHEREAS, the Borrower intends to acquire (the "Forissier Acquisition") all
of the capital stock of JYM Finance, s.a., a French corporation ("JYM Finance"),
and XX X. Xxxxxxxxx, x.x. x Xxxxxx corporation ("Forissier") pursuant to the
stock purchase agreement, dated as of December 29, 1999 (the "Forissier Stock
Purchase Agreement"), among International Wire SAS and the Sellers (as defined
in the Forissier Stock Purchase Agreement).
WHEREAS, the Borrower intends to make other Permitted Acquisitions;
WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement to permit the Forissier Acquisition and other Permitted Acquisitions
and to make other changes to the Credit Agreement as 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. Definitions. Terms defined in the Credit Agreement are used herein
with the respective meanings given to them therein.
2. Amendments to Section 1.1 of the Credit Agreement. (a) Section 1.1
of the Credit Agreement is hereby amended by inserting the following new
definitions in the proper alphabetical order:
3
Page 2
""Approved Fund": with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial
loans and is managed or advised by the same investment advisor as such
lender or by an affiliate of such investment advisor.
"Fourth Amendment": that certain Fourth Amendment to the Agreement
dated as of December 29, 1999 by and among the Borrower, Holdings, Camden,
the Lenders, the Administrative Agent and the Documentation Agent.
"Fourth Amendment Effective Date": as defined in the Fourth Amendment.
"Tranche A1 Term Loan Commitment": as to any Tranche A1 Term Loan
Lender, its obligation to make a Tranche A1 Term Loan to the Borrower
pursuant to subsection 2.6 in an aggregate amount not to exceed the amount
set forth opposite such Tranche A1 Term Loan Lender's name in Schedule 1.1
under the heading "Total Tranche A1 Term Loan Commitment."
"Tranche A1 Term Loan Commitment Percentage": as to any Tranche A1
Term Loan Lender, the percentage of the aggregate Tranche A1 Term Loan
Commitments constituted by its Tranche A1 Term Loan Commitment.
"Tranche A1 Term Loan Lender": any Lender having a Tranche A1 Term
Loan Commitment hereunder or that holds outstanding Tranche A1 Term Loans.
"Tranche A1 Term Loans": as defined in subsection 2.6.
"Tranche A1 Term Note": as defined in subsection 2.7(a).
(b) Subsection 1.1 of the Credit Agreement is hereby amended by (a)
deleting the definitions of "Acquisition", "Acquisition Documentation",
"Applicable Margin", "Consolidated EBITDA", "ECF Percentage", "Excess Cash
Flow", "Term Loan Commitments", "Term Loan Lender", "Term Note" and "Total
Credit Percentages"; appearing therein in their entirety and substituting in
lieu thereof the following new definitions:
""Acquisition": the collective reference to the Silicones Acquisition,
the DAW Acquisition, the Albion
Acquisition, the Hoosier Merger and the Forissier Acquisition.
"Acquisition Documents": the collective reference to the DAW Asset
Purchase Agreement, Albion Asset Purchase Agreement, Hoosier Merger
Agreement, Silicones Asset Purchase Agreement, Dekko Escrow Agreement, the
Forissier Stock Purchase Agreement and all other agreements, instruments or
certificates executed in connection with any Acquisition, as the same may
be amended, supplemented or otherwise modified from time to time in
accordance with subsection 8.16.
"Applicable Margin": for each Type of Loan, the rate per annum set
forth under the relevant column heading below:
4
Page 3
Alternate Base Rate Loans
-------------------------
Type Applicable Margin
---- -----------------
Tranche A Term Loans 1/2%
Tranche A1 Term Loans 1%
Tranche B Term Loans 1%
Revolving Credit Loans 1/2%
(including Swing Line Loans)
Eurodollar Rate Loans
---------------------
Type Applicable Margin
---- -----------------
Tranche A Term Loans 1-1/2%
Tranche A1 Term Loans 2%
Tranche B Term Loans 2%
Revolving Credit Loans 1-1/2%
; provided that in the event that the ratio of Consolidated Senior Debt of the
Borrower as of the most recent fiscal quarter to Consolidated EBITDA (calculated
in accordance with subsection 8.1(c)) of the Borrower, is as set forth in the
relevant column heading below for any quarterly period, any such Applicable
Margin with respect to Tranche A Term Loans, Tranche B Term Loans and Revolving
Credit Loans (including in the case of Alternate Base Rate Loans, Swing Line
Loans) shall be as provided in the relevant column heading below:
------------------------------------------------------------------------
Applicable Applicable
Margin For Margin for
Revolving Credit Revolving Credit
Relevant Ratio of Consolidated and Tranche A and Tranche A
Senior Debt to Consolidated Eurodollar Alternate Base
EBITDA Loans Rate Loans
------------------------------------------------------------------------
1.75x and above 1-1/2% 1/2%
------------------------------------------------------------------------
1.50x to but excluding 1.75x 1-1/4% 1/4%
------------------------------------------------------------------------
Below 1.50x 1% 0%
------------------------------------------------------------------------
------------------------------------------------------------------------
Applicable
Applicable Margin for
Relevant Ratio of Margin For Tranche B
Consolidated Senior Debt to Tranche B Alternate Base
Consolidated EBITDA Eurodollar Loans Rate Loans
------------------------------------------------------------------------
Above 2.00x 2-1/4% 1-1/4%
------------------------------------------------------------------------
2.00x and below 2% 1%
------------------------------------------------------------------------
5
Page 4
If the financial statements required to be delivered pursuant to subsection
7.1(a) or 7.1(b), as applicable, and the related compliance certificate
required to be delivered pursuant to subsection 7.2(b), are delivered on or
prior to the date when due (or, in the case of the fourth quarterly period
of each fiscal year of the Borrower, if financial statements which satisfy
the requirements of, and are delivered within the time period specified in,
subsection 7.l(b) and a related compliance certificate which satisfies the
requirements of, and is delivered within the time period specified in,
subsection 7.2(b), with respect to any such quarterly period are so
delivered within such time periods), then the Applicable Margin in respect
of the Revolving Credit Loans, the Tranche A Term Loans and the Tranche B
Term Loans from the date upon which such financial statements were
delivered shall be the Applicable Margin as set forth in the relevant
column heading above; provided, however, that in the event that the
financial statements delivered pursuant to subsection 7.1(a) or 7.1(b), as
applicable, and the related compliance certificate required to be delivered
pursuant to subsection 7.2(b), are not delivered when due, then:
(a) if such financial statements and certificate are delivered
after the date such financial statements and certificate were required
to be delivered (without giving effect to any applicable cure period)
and the Applicable Margin increases from that previously in effect as
a result of the delivery of such financial statements and certificate,
then the Applicable Margin in respect of Revolving Credit Loans
(including in the case of Alternate Base Rate Loans, Swing Line
Loans), Tranche A Term Loans and Tranche B Term Loans during the
period from the date upon which such financial statements and
certificate were required to be delivered (without giving effect to
any applicable cure period) until the date upon which they actually
are delivered shall, except as otherwise provided in clause (c) below,
be the Applicable Margin as so increased;
(b) if such financial statements and certificate are delivered
after the date such financial statements and certificate were required
to be delivered (without giving effect to any applicable cure period)
and the Applicable Margin decreases from that previously in effect as
a result of the delivery of such financial statements and certificate,
then such decrease in the Applicable Margin shall not become
applicable until the date upon which such financial statements and
certificate actually are delivered; and
(c) if such financial statements and certificate are not
delivered prior to the expiration of the applicable cure period, then,
effective upon such expiration, for the period from the date upon
which such financial statements and certificate were required to be
delivered (after the expiration of the applicable cure period) until
two Business Days following the date upon which they actually are
delivered, the Applicable Margin in respect of Revolving Credit Loans
(including in the case of Alternate Base Rate Loans, Swing Line Loans)
and Tranche A Term Loans shall be 1-1/2%, in the case of Eurodollar
Loans, and 1/2%, in the case of Alternate Base Rate Loans and the
Applicable Margin in respect of Tranche B Term Loans shall be 2-1/4%,
in the case of Eurodollar Loans, and 1-1/4% in the
6
Page 5
case of Alternate Base Rate Loans (it being understood that the
foregoing shall not limit the rights of the Administrative Agent and
the Lenders set forth in Section 9).
"Consolidated EBITDA": for any period, with respect to any Person,
Consolidated Net Income of such Person for such period (A) plus, without
duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (i) total income
and franchise tax expense, (ii) interest expense, amortization or writeoff
of debt discount and debt issuance costs and commissions and discounts and
other fees and charges associated with Indebtedness, (iii) depreciation and
amortization expense, (iv) amortization of intangibles (including, but not
limited to, goodwill and organization costs (including, with respect to the
Borrower, costs associated with the Camden Acquisition, the Acquisition,
the Omega Acquisition, the Mergers and the Wirekraft Acquisition)), (v)
other noncash charges (including non-cash currency exchange losses), (vi)
any extraordinary and unusual losses (including losses on sales of assets
other than inventory sold in the ordinary course of business) other than
any loss from any discontinued operation and (vii) restructuring costs
expensed in fiscal years 1996 and 1997 as contemplated in connection with
the Acquisition in an aggregate amount not exceeding $8,000,000, which
shall include, but not be limited to costs associated with plant shutdowns,
severance and relocations, and (B) minus, without duplication and to the
extent reflected as a credit or gain in the statement of such Consolidated
Net Income for such period, the sum of (i) any extraordinary and unusual
gains (including gains on the sales of assets, other than inventory sold in
the ordinary course of business) other than any income from discontinued
operations and (ii) other noncash credits or gains (including non-cash
currency exchange gains). For purposes of calculating the financial
covenants set forth in Section 8, if an acquisition or disposition has
occurred during the relevant period, Consolidated EBITDA will be determined
giving pro forma effect thereto (without giving effect to synergies and
cost savings) as if such acquisition or disposition and any related
incurrence of Indebtedness or issuance of preferred stock had occurred at
the beginning of the relevant period.
"ECF Percentage": 50%; provided that the percentage will be reduced to
zero if the ratio of Consolidated Total Debt of the Borrower and its
Subsidiaries to Consolidated EBITDA of the Borrower and its Subsidiaries,
for the most recently completed fiscal year (determined in accordance with
subsection 8.1(c)) is < 3.75:1.0.
"Excess Cash Flow": for any fiscal year of the Borrower, the excess of
(a) the sum, without duplication, of (i) Consolidated EBITDA for such
fiscal year (calculated for purposes of this definition without giving
effect to clause (vii) of the definition of Consolidated EBITDA), (ii) the
amount of returned surplus assets of any Plan during such fiscal year to
the extent not included in Consolidated Net Income to determine
Consolidated EBITDA for such fiscal year, (iii) decreases in Consolidated
Working Capital of the Borrower and its Subsidiaries for such fiscal year,
(iv) the amount of any refund received by the Borrower and its Subsidiaries
on taxes paid by the Borrower and its Subsidiaries (other than the Sellers
Tax Escrow Amount), (v) cash dividends, cash
7
Page 6
interest and other similar cash payments received by the Borrower in
respect of investments to the extent not included in Consolidated Net
Income to determine Consolidated EBITDA for such fiscal year and (vi)
extraordinary cash gains to the extent subtracted or otherwise not included
in Consolidated Net Income to determine Consolidated EBITDA for such fiscal
year over (b) the sum, without duplication, of (i) the aggregate amount of
cash Capital Expenditures made by the Borrower and its Subsidiaries during
such fiscal year and permitted hereunder (other than Capital Expenditures
permitted under subsection 8.8(b)), (ii) the aggregate amount of all
reductions of the Revolving Credit Commitments (to the extent such
reductions are accompanied by prepayment of Revolving Credit Loans, Swing
Line Loans and/or L/C Obligations) or payments or prepayments of the Term
Loans during such fiscal year other than pursuant to subsection 2.12(a),
(b) or (c), (iii) the aggregate amount of payments of principal in respect
of any Indebtedness (other than revolving credit Indebtedness to the extent
the related commitment is not permanently reduced) permitted hereunder
during such fiscal year (other than under this Agreement), (iv) increases
in Consolidated Working Capital of the Borrower and its Subsidiaries for
such fiscal year, (v) cash interest expense of the Borrower and its
Subsidiaries for such fiscal year, (vi) taxes actually paid in such fiscal
year or to be paid in the subsequent fiscal year on account of such fiscal
year to the extent added to Consolidated Net Income to determine
Consolidated EBITDA for such fiscal year, (vii) extraordinary cash losses
to the extent added to Consolidated Net Income to determine Consolidated
EBITDA for such fiscal year, (viii) the amount of all Investments made in
such fiscal year as permitted by clauses (d), (h) and (j) of subsection 8.9
and (ix) dividends or other direct payments paid by the Borrower to or for
the benefit of Holdings to the extent permitted by subsection 8.7(a) to the
extent not subtracted in the determination of Consolidated Net Income of
the Borrower for such fiscal year and (x) the aggregate principal amount of
any optional prepayments of the Revolving Credit Loans for such fiscal year
(to the extent accompanied by a corresponding permanent reduction of the
Revolving Credit Commitments) and any optional prepayments of the Term
Loans for such fiscal year. For purposes of determining changes in
Consolidated Working Capital, the working capital acquired in connection
with the Acquisition and the Camden Acquisition will be excluded.
"Term Loan Commitments": the collective reference to the Tranche A
Term Loan Commitments, the Tranche A1 Term Loan Commitments and the Tranche
B Term Loan Commitments; collectively, as to all the Term Loan Lenders, the
"Term Commitments."
"Term Loan Lender": the collective reference to the Tranche A Term
Loan Lenders, the Tranche A1 Term Loan Lenders and the Tranche B Term Loan
Lenders.
"Term Note" and "Term Notes": as defined in subsection 2.9(a).
"Total Credit Percentage": as to any Lender at any time, the
percentage of the aggregate Revolving Credit Commitments, outstanding
Tranche A Term Loans, outstanding Tranche A1 Term Loans and outstanding
Tranche B Term Loans then constituted by its Revolving Credit Commitment,
outstanding Tranche A Term Loans, outstanding Tranche A1 Term Loans and
outstanding Tranche B Term Loans, respectively (or, if the Revolving Credit
Commitments have terminated or expired, the percentage of the aggregate
outstanding Revolving Credit Loans, outstanding Tranche A Term Loans and,
8
Page 7
outstanding Tranche A1 Term Loans and outstanding Tranche B Term Loans and
risk interests in the Letter of Credit Outstandings and Swing Line Loans
then constituted by its outstanding Revolving Credit Loans, outstanding
Tranche A Term Loans, outstanding Tranche A1 Term Loans and outstanding
Tranche B Term Loans and risk interest in Letter of Credit Outstandings and
Swing Line Loans)."
3. Amendment to Subsection 2.6 of the Credit Agreement. Subsection 2.6
of the Credit Agreement is hereby amended by deleting such subsection in its
entirety and inserting in lieu thereof the following:
"2.6 Term Loans. (a) Each Tranche A Term Loan Lender
identified on Schedule 1.1 hereto has made a term loan (a "Tranche A
Term Loan") to the Borrower the outstanding principal balance of which
is set forth opposite such Lender's name in Schedule 1.1 under the
heading "Tranche A Term Loan" (collectively, the "Tranche A Term
Loans").
(b) Each Tranche B Term Loan Lender identified on Schedule 1.1 hereto
has made a Tranche B term loan (a "Tranche B Term Loan") to the
Borrower the outstanding principal balance of which is set forth
opposite such Lender's name in Schedule 1.1 under the heading "Tranche
B Term Loan" (collectively, the "Tranche B Term Loans").
(c) Subject to the terms and conditions hereof, each Tranche A1 Term
Loan Lender identified on Schedule 1.1 as having a "Tranche A1 Term
Loan Commitment" severally agrees to make a term loan (a "Tranche A1
Term Loan", together with the Tranche A Term Loans and the Tranche B
Term Loans, the "Term Loans") on the Fourth Amendment Effective Date in
an aggregate principal amount set forth opposite such Lender's name in
Schedule 1.1 under the heading "Tranche A1 Term Loan Commitment."
(d) The Term Loans may from time to time be (i) Eurodollar Loans, (ii)
Alternate Base Rate Loans or (iii) a combination thereof, as determined
by the Borrower and notified to the Administrative Agent in accordance
with subsection 2.10."
4. Amendment to Subsection 2.8 of the Credit Agreement. Subsection 2.8
of the Credit Agreement is hereby amended by deleting the words "Tranche A Term
Notes, and Tranche B Term Notes when hereafter referred to collectively shall be
referred to as "Term Notes"" beginning on the fifth line of such subsection.
5. Amendment of Subsection 2.9 of the Credit Agreement. Subsection 2.9
of the Credit Agreement is hereby amended by deleting such subsection in its
entirety and inserting in lieu thereof the following:
9
Page 8
"2.9 Tranche A1 Term Notes. (a) The Borrower agrees that, upon
the request to the Administrative Agent by any Tranche A1 Term Loan
Lender, in order to evidence such Lender's Tranche A1 Term Loan the
Borrower will execute and deliver to such Lender a promissory note
substantially in the form of Exhibit A-3 (each, as amended,
supplemented, replaced or otherwise modified from time to time, a
"Tranche A1 Term Note"; Tranche A Term Notes, Tranche A1 Term Notes and
Tranche B Term Notes when hereinafter referred to collectively shall be
referred to as "Term Notes"), with appropriate insertions therein as to
payee, date and principal amount, payable to the order of such Tranche
A1 Term Loan Lender and in a principal amount equal to the amount set
forth opposite such Tranche A1 Term Loan Lender's name on Schedule 1.1
under the heading "Tranche A1 Term Loan Commitment". Each Tranche A1
Term Loan Lender is hereby authorized to record the date, Type and
amount of its Tranche A1 Term Loan, each continuation thereof, each
conversion of all or a portion thereof to another Type, the date and
amount of each payment or prepayment of principal of its Tranche A1
Term Loan and, in the case of Eurodollar Loans, the length of each
Interest Period with respect thereto, on the schedules annexed to and
constituting a part of its Tranche A1 Term Note, and any such
recordation shall, in the absence of manifest error, constitute prima
facie evidence of the accuracy of the information so recorded, provided
that the failure by any Tranche A1 Term Loan Lender to make any such
recordation shall not affect any of the obligations of the Borrower
under such Tranche A1 Term Note or this Agreement. Any Tranche A1 Term
Note shall (i) be dated the Fourth Amendment Effective Date, (ii) be
payable as provided in subsection 2.7(b) and (iii) provide for the
payment of interest in accordance with subsection 4.1.
(b) The aggregate Tranche A1 Term Loans of all the Tranche A1
Term Loan Lenders shall be payable in four consecutive installments on
the dates and in a principal amount equal to the amount set forth below
(together with all accrued interest thereon) opposite the applicable
installment date (or, if less, the aggregate amount of the Tranche A1
Term Loans then outstanding):
Installment Amount
----------- -------
December 31, 2000 $2,000,000.00
December 31, 2001 $2,000,000.00
December 31, 2002 $2,000,000.00
March 31, 2003 $19,000,000.00"
6. Amendment to Subsection 2.10 of the Credit Agreement. Subsection
2.10 (a) is hereby amended by inserting the following:
"(a) The Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior
to 10:00 A.M., New York City time, one Business Day prior to the Fourth
Amendment Effective Date)
10
Page 9
requesting that the Tranche A1 Term Loan Lenders make the Tranche A1
Term Loans on the Fourth Amendment Effective Date and specifying the
amount to be borrowed. Upon receipt of such notice the Administrative
Agent shall promptly notify each Tranche A1 Term Loan Lender thereof.
On the Fourth Amendment Effective Date each Tranche A1 Term Loan Lender
shall make available to the Administrative Agent at its office
specified in subsection 12.2 an amount in immediately available funds
equal to the Tranche A1 Term Loan to be made by such Tranche A1 Term
Loan Lender. The Administrative Agent shall on such date credit the
account of the Borrower on the books of such office of the
Administrative Agent with the aggregate of the amounts made available
to the Administrative Agent by the Tranche A1 Term Loan Lenders."
and (b) Subsection 2.10(b) is hereby amended by deleting the word "and" at the
end of clause (iii) and inserting the following at the end of clause (iv):
"and (v) each Tranche A1 Term Loan Lender, such Tranche A1 Term Loan
Lender's Tranche A1 Term Loan Commitment Percentage of the amounts
specified in subsection 2.9(b) (or, if less, the aggregate amount of the
Tranche A1 Term Loans of such Tranche A1 Term Loan Lender then
outstanding), on the dates specified in subsection 2.9(b) (or such earlier
date on which the Tranche A Term Loans become due and payable pursuant to
Section 9)."
7. Amendment to Subsection 2.11 of the Credit Agreement. (a) Subsection
2.11(a) is hereby amended by inserting the words ", the Tranche A1 Term Loans"
after the words "Tranche A Term Loans" in the sixth, seventeenth, eighteenth and
twentieth lines of such subsection and by deleting the amounts $10,000,000
contained therein and inserting in lieu thereof the amount $15,000,000 and
(b) subsection 2.11(b) is hereby amended by inserting the words ", the
Tranche A1 Term Loans" after the words "Tranche A Term Loans" in the third,
fifth, seventh and ninth lines of such subsection and by deleting the amounts
$10,000,000 contained therein and inserting in lieu thereof the amount
$15,000,000.
8. Amendment to Subsection 2.12 of the Credit Agreement. (a) Subsection
2.12(a) is hereby amended by inserting the words ", the Tranche A1 Term Loans"
after the words "Tranche A Term Loans" in the third line of such subsection,
(b) subsection 2.12(b) is hereby amended by inserting the words ", the
Tranche A1 Term Loans" after the words "Tranche A Term Loans" in the first line
of such subsection,
(c) subsection 2.12(c) is hereby amended by inserting the words ", the
Tranche A1 Term Loans" after the words "Tranche A Term Loans" in the first line
of such subsection and
(d) subsection 2.12(d) is hereby amended by inserting the words ", the
Tranche A1 Term Loans" after the words "Tranche A Term Loans" in the sixth and
ninth lines of the first paragraph of such subsection and the second, third,
fifth, seventh and ninth lines of the second
11
Page 10
paragraph of such subsection and by adding the following at the end of such
subsection (d); "Notwithstanding the foregoing, the first $15,000,000 in the
aggregate of mandatory prepayments may be applied as the Borrower may elect in
accordance with subsection 2.11."
9. Amendment to Subsection 5.14 of the Credit Agreement. Subsection
5.14 of the Credit Agreement is hereby amended by deleting therefrom the phrase
"As of the date hereof," and substituting therefor the phrase "As of the Fourth
Amendment Date,".
10. Amendment to Subsection 5.15 of the Credit Agreement. Subsection
5.15 of the Credit Agreement is hereby amended by (a) deleting the first
sentence thereof and replacing it with the following sentence:
"The proceeds of the Term Loans (other than the Additional Term Loans, the
Second Additional Term Loans and the Tranche A1 Term Loans) shall be used
to finance a portion of the Mergers and the Wirekraft Acquisition and the
transaction costs associated therewith and to refinance the credit
facilities under the Omega Credit Agreement."
and
(b) adding the following sentence to the end of such subsection:
"The proceeds of the Tranche A1 Term Loans shall be used to finance a
portion of the Forissier Acquisition and other Permitted Acquisitions."
11. Amendment to Section 7.9 of the Credit Agreement. Subsection 7.9 of
the Credit Agreement is hereby amended by adding thereto, after the term
"thereafter" in the eighth line in the paragraph, the phrase "other than leased
real property not having a material value".
12. Amendment to Subsection 8.1 of the Credit Agreement. (a) Subsection
8.1(a) of the Credit Agreement is hereby amended by deleting the table set forth
therein in its entirety, and inserting in lieu thereof the following:
"1999 4th 2.20 to 1.00
2000 1st 2.20 to 1.00
2nd 2.20 to 1.00
3rd 2.20 to 1.00
4th 2.30 to 1.00
2001 1st 2.30 to 1.00
2nd 2.30 to 1.00
3rd 2.30 to 1.00
4th 2.45 to 1.00
2002 1st 2.45 to 1.00
2nd 2.45 to 1.00
12
Page 11
3rd 2.45 to 1.00
4th 2.60 to 1.00
2003 1st 2.60 to 1.00
2nd 2.60 to 1.00
3rd 2.60 to 1.00
4th 3.00 to 1.00"
and
(b) Subsection 8.1(c) of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and inserting in lieu
thereof the following:
"1999 4th 4.75 to 1.00
2000 1st 4.75 to 1.00
2nd 4.75 to 1.00
3rd 4.75 to 1.00
4th 4.50 to 1.00
2001 1st 4.50 to 1.00
2nd 4.50 to 1.00
3rd 4.50 to 1.00
4th 4.00 to 1.00
2002 1st 4.00 to 1.00
2nd 4.00 to 1.00
3rd 4.00 to 1.00
4th 3.75 to 1.00
2003 1st 3.75 to 1.00
2nd 3.75 to 1.00
3rd 3.75 to 1.00
4th 3.25 to 1.00"
13. Amendment to Subsection 8.2 of the Credit Agreement. (a) Subsection
8.2(c) is hereby amended by deleting therefrom the phrase "Second Amendment
Closing Date" and substituting therefor the phrase "Fourth Amendment Effective
Date".
(b) Subsection 8.2(i) of the Credit Agreement is hereby amended by
deleting it in its entirety and inserting in lieu thereof the following:
"(i) Indebtedness (i) of ECM to Wirekraft Industries evidenced by the
ECM Notes (provided that the ECM Notes are pledged by Wirekraft
Industries to the Administrative Agent for the ratable benefit of the
Lenders pursuant to the Wirekraft Note Pledge Agreement); (ii) of ECM
and any other Foreign Subsidiary
13
Page 12
of the Borrower to the Borrower or any Domestic Subsidiary of the
Borrower (other than Indebtedness evidenced by the ECM Notes)
(provided that any such intercompany notes are pledged by the Borrower
or any such Domestic Subsidiary of the Borrower, as the case may be,
to the Administrative Agent for the ratable benefit of the Lenders
pursuant to a pledge agreement in form and substance reasonably
satisfactory to the Administrative Agent) (iii) of ECM and any other
Foreign Subsidiary of the Borrower consisting of unsecured overdraft
facilities provided by local financial institutions for working
capital purposes (other than the Philippines Project Indebtedness) the
aggregate commitments of which are not to exceed $10,000,000, (iv) of
any Foreign Subsidiary of the Borrower for financing under the
Philippines Project Indebtedness and (v) Indebtedness of any Foreign
Subsidiary to any other Foreign Subsidiary; provided that the
aggregate principal amount of Indebtedness described in clauses (i)
and (ii) above shall in no event exceed $40,000,000 at any one time
(other than Indebtedness incurred pursuant to subsection 8.9(j) of the
Credit Agreement) 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."
(c) Subsection 8.2(o) is hereby amended by deleting the word "and" at
the end of the second proviso.
(d) Subsection 8.2(p) is hereby amended by deleting the period at the
end of the proviso and inserting in lieu thereof a semi-colon followed by the
word "and".
(e) Section 8.2 of the Credit Agreement is hereby amended by adding the
following paragraph in the proper alphabetical order:
"(q) Indebtedness incurred in connection with any Investment made
pursuant to Section 8.9(j)."
14. Amendment to Subsection 8.3 of the Credit Agreement. (a) Subsection
8.3(g) is hereby amended by deleting therefrom the phrase "Second Amendment
Closing Date" and substituting therefor the phrase "Fourth Amendment Effective
Date".
(b) Subsection 8.3(p) is hereby amended by deleting the phrase
"subsections 8.2(i), (ii) and (iii)" and substituting therefor the phrase
"subsections 8.2(i), (ii), (iii) and (v)".
(c) Subsection 8.3(q) of the Credit Agreement is hereby amended by
deleting the amount $2,000,000 contained therein and inserting in lieu thereof
the amount $5,000,000.
15. Amendment to Subsection 8.4 of the Credit Agreement. (a) Subsection
8.4(b) is hereby amended by deleting therefrom the phrase "Second Amendment
Closing Date" and substituting therefor the phrase "Fourth Amendment Effective
Date".
14
Page 13
(b) Subsection 8.4 of the Credit Agreement is hereby amended
by deleting the "and" at the end of 8.4(j), deleting the period at the end of
8.4(k) and inserting in lieu thereof the following:
"; and (l) Guarantee Obligations made in the ordinary course of
business that do not have a Material Adverse Effect."
16. Amendment to Subsection 8.5 of the Credit Agreement. Subsection 8.5
of the Credit Agreement is hereby deleted in its entirety and the following
substituted therefor:
"8.5 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign,
transfer or otherwise dispose of, all or substantially all of its property,
business or assets, or make any material change in its present method of
conducting business, except that the Borrower and/or any of its
Subsidiaries shall be able to enter into one or more transactions (i)
creating a new Subsidiary, (ii) changing the jurisdiction of the Borrower
or any Subsidiary from one state to another state or from one country to
another country, (iii) changing the form of the Borrower or any Subsidiary
from a corporation to any other Person or (iv) merging, consolidating or
dissolving the Borrower and/or any Subsidiary, provided that (X) notice of
such transaction is provided to the Administrative Agent and each Lender at
least 10 days prior to the effective date of such transaction and (Y) such
transaction does not, in the reasonable opinion of the Administrative
Agent, as evidenced by its written consent (such consent not to be
unreasonably withheld) materially and adversely affect the Administrative
Agent's or any Lender's remedies under this Agreement and the other Loan
Documents, or otherwise have a Material Adverse Effect or, in the case of a
change in the Borrower's jurisdiction, impair any Lender's ability to
legally make or participate in Loans."
17. Amendment to Subsection 8.8 of the Credit Agreement. (a) Subsection
8.8(a) of the Credit Agreement is hereby amended by deleting the table set
therein and inserting in lieu thereof the following table:
"Fiscal Year Amount
------------ ------
1999 and thereafter $35,000,000"
and
(b) Subsection 8.8(c) of the Credit Agreement is hereby amended by deleting
the amount $27,000,000 contained therein and inserting in lieu thereof the
amount $35,000,000.
18. Amendment to Subsection 8.9 of the Credit Agreement. (a) Subsection
8.9(e) is hereby amended by deleting therefrom the phrase "Second Amendment
Closing Date" and substituting therefor the phrase "Fourth Amendment Effective
Date".
15
Page 14
(b) Subsection 8.9(j) of the Credit Agreement is hereby amended by
deleting it in its entirety and inserting in lieu thereof the following:
"(j) In addition to the foregoing, Investments made after the Fourth
Amendment Effective Date (at cost, without regard to any write down or
write up thereof) in an aggregate amount not exceeding the sum of (a)
$50,000,000, (b) common stock issued by the Borrower in connection with
such Investments and (c) that portion of Excess Cash Flow retained, and
not otherwise utilized under any other exception to any negative
covenant, by the Borrower at any time outstanding;"
(c) Subsection 8.9(k) is hereby amended by deleting the word "and" at
the end of such subsection and
(d) Subsection 8.9(l) is amended by deleting the period at the end of
such subsection and inserting in lieu thereof:
"; and (m) Investments pursuant to the Forissier Acquisition."
19 Amendment to Section 9 of the Credit Agreement. (a) Subsection 9(e)
of the Credit Agreement is hereby amended by deleting the amount $2,000,000 set
forth therein and inserting in lieu thereof the amount $5,000,000 and (b)
subsection 9(h) is hereby amended by deleting the amount $2,000,000 set forth
therein and inserting in lieu thereof the amount $5,000,000.
20 Amendment to Section 12.6 of the Credit Agreement. Subsection
12.6(c) of the Credit Agreement is hereby amended by inserting at the end of the
first clause (x) of such subsection the following:
",or any other lesser amount, provided that the assignment of such
lesser amount is consented to by the Borrower and the Administrative
Agent"
21 Amendment to Schedules. Each Schedule to the Credit Agreement is
hereby amended as set forth in the corresponding schedule hereto.
22 Conditions to Effectiveness of this Amendment. This Amendment shall
become effective on and as of the date hereof upon the satisfaction of the
following conditions precedent (such date the "Fourth Amendment Effective
Date"):
(a) All documentation in connection with the Amendment and the
transactions contemplated hereby (including the Forissier Acquisition) shall
have been executed by each of Holdings, the Borrower and its Subsidiaries, as
applicable.
(b) The Borrower shall have consummated the Forissier Acquisition in
accordance with the Forissier Stock Purchase Agreement.
16
Page 15
(c) The execution and delivery of the Amendment by (i) Holdings, (ii)
the Borrower, (iii) all of the Tranche A1 Term Loan Lenders, (iv) the Revolving
Credit Lenders and the Tranche A Term Loan Lenders the Total Credit Percentages
(calculated for this purpose without reference to outstanding Tranche B Term
Loans and Tranche A1 Term Loan Loans) of which aggregate at least a majority and
(v) the Tranche B Term Loan Lenders the Tranche B Term Loan Percentages of which
aggregate at least a majority.
(d) The Borrower shall have paid all fees and expenses in connection
with the Amendment.
(e) No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the transactions contemplated
herein.
(f) 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.
(g) The Administrative Agent shall have received, with a copy for each
Lender, the Acknowledgement and Consent to the Fourth Amendment attached hereto
as Exhibit A, executed by each of the Domestic Subsidiaries.
(h) The Administrative Agent shall have received, with a counterpart
for each Lender, the executed legal opinion of Weil, Gotshal & Xxxxxx LLP,
counsel to the Credit Parties, substantially in the form of Exhibit B hereto,
dated the Fourth Amendment Effective Date and covering such other matters
incident to the transactions contemplated by this Amendment as the
Administrative Agent may require.
23 Confirmation of Guarantees (a) Holdings hereby acknowledges and
confirms its obligations under Section 11 of the Credit Agreement, and agrees
that its guarantee shall continue at all times to support the Borrower's
obligations under all of the Loan Documents, including, without limitation, as
such documents have been heretofore amended or modified, and, to the extent
permitted by applicable law, as may be further amended or modified from time to
time.
(b) The Borrower hereby acknowledges and confirms its obligations under
the Borrower Guarantee and agrees that its guarantee shall continue at all times
to support Camden's obligations and liabilities under any Letters of Credit
issued for the account of Camden.
(c) Camden hereby acknowledges and confirms its obligations under the
Camden Guarantee, and agrees that its guarantee shall continue at all times to
support the Borrower's obligations under all of the Loan Documents, including,
without limitation, as such documents have been heretofore amended or modified,
and, to the extent permitted by applicable law, as may be further amended or
modified from time to time.
17
Page 16
24 Miscellaneous. (a) 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.
(b) 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 Borrower and the Administrative Agent.
(c) 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.
(d) 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.
(E) GOVERNING LAW. THIS AMENDMENT, 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.
18
Page 17
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 above written.
INTERNATIONAL WIRE GROUP, INC.,
as Borrower
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
INTERNATIONAL WIRE HOLDING
COMPANY, as Guarantor
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
CAMDEN WIRE CO., INC.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender,
as Swing Line Lender and as Issuing Lender
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
ABN AMRO BANK
By: /s/ XXXXXX COMFORT
--------------------------------------
Name: Xxxxxx Comfort
Title: Group Vice President
By: /s/ XXXXXXX X. MCGUIGER
--------------------------------------
Name: Xxxxxxx X. McGuiger
Title: Group Vice President and
Director
19
Page 18
BANKERS TRUST COMPANY
By: /s/ XXXXXXX XXXXXXX
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Principal
THE BANK OF NEW YORK
By: /s/ XXXXX X. XXXXX
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
BANK OF SCOTLAND
By: /s/ XXXXX XXXXX
---------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
PARIBAS CAPITAL FUNDING LLC
By: /s/ X.X. XXXXXXXXX
---------------------------------------
Name: X.X. Xxxxxxxxx
Title: Director
20
Page 19
CREDIT AGRICOLE INDOSUEZ
By: /s/ XXXXXXX [ILLEGIBLE]
---------------------------------------
Name: Xxxxxxx [ILLEGIBLE]
Title: Vice President
Senior Relationship Manager
By: /s/ XXXXX XXXXXX
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
21
Page 20
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ XXXXXXX XXXX
---------------------------------------
Name: Xxxxxxx Xxxx
Title: Duly Authorized Signatory
XXXXXX FINANCIAL, INC.
By: /s/ XXXXX XXXXX
---------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
THE INDUSTRIAL BANK OF JAPAN
LIMITED
By: /s/ TAKOYA [ILLEGIBLE]
---------------------------------------
Name: Takoya [ILLEGIBLE]
Title: Senior Vice President
KZH XXXXXXXX
By:
---------------------------------------
Name:
Title:
KZH-CRESCENT LLC
By: /s/ XXXXX XXXX
---------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
---------------------------------------
Name:
Title:
22
Page 21
MEDICAL LIABILITY MUTUAL
INSURANCE CO.
By: INVESCO Senior Secured Management, Inc.
as Investment Manager
By: /s/ XXXXXX XXXXXXX
--------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
ML DEBT STRATEGIES FUND, INC.
By:
--------------------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.
as Investment Advisor
By:
--------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
--------------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ XXXXXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President
23
Page 22
By:
--------------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ XXXXXXXX XXXXXX
---------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
NATEXIS BANQUE BFCE
By: /s/ XXXXXX XXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Associate
By: /s/ XXXXX X. XXXXXX, XX.
--------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:
--------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT & RESEARCH,
as Investment Advisor
By:
--------------------------------------
Name:
Title:
24
Page 23
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ XXXXXX X.XXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
25
Page 24
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ XXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX CLO I, LIMITED
BY: XXX XXXXXX
MANAGEMENT INC.,
as Collateral Manager
By: /s/ XXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
DEEPROCK & COMPANY
By: Xxxxx Xxxxx Management, as Investment Advisor
By:
--------------------------------------
Name:
Title:
CITY NATIONAL BANK
By: /s/ [ILLEGIBLE]
--------------------------------------
Name: [ILLEGIBLE]
Title: Vice President
KZH-SOLEIL CORPORATION (formerly known as
KZH Holding Corporation)
By:
--------------------------------------
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST
26
Page 25
PACIFICA PARTNERS
By:
--------------------------------------
Name:
Title:
IMPERIAL BANK
By: /s/ RAY VADSIMA
--------------------------------------
Name: Ray Vadsima
Title: Senior Managing Director
KZH CRESCENT-3 LLC
By:
--------------------------------------
Name:
Title:
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its Collateral Manager
By: /s/ XXXX X. GOLD
--------------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ XXXXXXXX X. XXXX
--------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Assistant Vice President
27
Page 26
UNITED OF OMAHA LIFE INSURANCE
COMPANY
By: TCW Asset Management Company,
its Investment Advisor
By: /s/ XXXX X. GOLD
--------------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ XXXXXXXX X. XXXX
--------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Assistant Vice President
28
Page 27
UNITED OF OMAHA LIFE INSURANCE
COMPANY
By: TCW Asset Management Company, its
Investment Advisor
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
as Portfolio Advisor
By: /s/ XXXXXX [ILLEGIBLE]
--------------------------------------
Name:
Title:
29
Page 28
FIRST UNION NATIONAL BANK
By: /s/ XXXXXX CAMEL
--------------------------------------
Name: Xxxxxx Camel
Title: Vice President
By:
--------------------------------------
Name:
Title:
30
EXHIBIT A
ACKNOWLEDGEMENT AND CONSENT TO THE FOURTH
AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
December 29, 1999
To the Lenders Parties to the
Amended and Restated Credit Agreement
Reference is made to the following documents:
(1) AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
February 12, 1997 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Amended and Restated Credit
Agreement") among International Wire Group, Inc., a Delaware
corporation (the "Borrower"), International Wire Holding Company, a
Delaware corporation, Camden Wire Co., Inc., a New York corporation,
THE CHASE MANHATTAN BANK, as administrative agent (in such capacity,
the "Administrative Agent") for the lenders (the "Lenders") from time
to time parties to the Amended and Restated Credit Agreement and
Bankers Trust Company, as Documentation Agent.
(2) DOMESTIC SUBSIDIARIES' GUARANTEE, dated as of June 12,
1995 (the "Domestic Guarantee"), made by each of the parties that are
signatories thereto (the "Domestic Guarantors"), in favor of the
Administrative Agent for the ratable benefit of the Lenders.
(3) WIRE TECHNOLOGIES GUARANTEE, dated as of March 5, 1996
(the "Wire Technologies Guarantee", and together with the Domestic
Guarantee, each, a "Guarantee" and collectively, the "Guarantees"),
made by Wire Technologies, Inc. (and together with the Domestic
Guarantors, each, a "Guarantor" and collectively, the "Guarantors"), in
favor of the Administrative Agent for the ratable benefit of the
Lenders.
Terms not defined herein shall have the definitions ascribed thereto in the
Amended and Restated Credit Agreement or the Guarantee.
Each Guarantor hereby acknowledges and consents to the Fourth Amendment
to Amended and Restated Credit Agreement, including, but not limited to, the
amendment of the definition of "Obligations" contained therein, and the effect
of the Fourth Amendment on its obligations and the collateral security provided
by it under the Loan Documents. Each Guarantor hereby acknowledges and confirms
its obligations under the Guarantee to which it is a party, and agrees that the
Guarantee to which it is a party shall continue at all times to support the
Borrower's obligations under all of the Loan Documents, including, without
limitation, as such documents have been heretofore amended or modified, and, to
the extent permitted by applicable law, as may be further amended or modified
from time to time. Nothing herein or in any of the Loan Documents shall be
deemed to discharge, terminate or extinguish the Guarantee to which it
31
is a party or the obligations and liabilities of such Guarantor under the
Guarantee to which it is a party, which shall remain in full force and effect.
This Acknowledgement and Consent is being delivered in, and shall be
governed by and construed and interpreted in accordance with the laws of, the
State of New York. The provisions of Section 3 of the Guarantee and Section 3 of
the Wire Technologies Guarantee are hereby incorporated herein by reference and
made applicable to this Acknowledgement and Consent.
Very truly yours,
OMEGA WIRE, INC.
OWI CORPORATION
WIREKRAFT INDUSTRIES, INC.
ECM HOLDING COMPANY
WIREKRAFT EMPLOYMENT COMPANY
WIRE TECHNOLOGIES, INC.
INTERNATIONAL WIRE ROME OPERATIONS., INC.
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
WIRE HARNESS INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
32
Amendment to Schedule 1.1
to the Credit Agreement
ADDRESSES FOR NOTICES; TRANCHE A-1 TERM LOAN
COMMITMENTS
ABN -AMRO BANK
Address for Notice:
Attention:
Telecopy:
Tranche A-1 Term Loan Commitment: $2,500,000.00
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
Address for Notice:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Telecopy: (000) 000-0000
Tranche A-1 Term Loan Commitment: $2,500,000.00
BANKERS TRUST COMPANY
Address for Notice:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telecopy: (000) 000-0000
Tranche A-1 Term Loan Commitment: $2,500,000.00
33
PARIBAS CAPITAL FUNDING LLC
Address for Notice:
0000 Xxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Telecopy:(000) 000-0000
Tranche A-1 Term Loan Commitment: $2,500,000.00
FIRST UNION NATIONAL BANK
Address for Notice:
Attention:
Telecopy:
Tranche A-1 Term Loan Commitment: $2,500,000.00
THE CHASE MANHATTAN BANK
Address for Notice:
c/o Chase Securities Inc.
00 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxxx
Telecopy:(000) 000-0000
Tranche A-1 Term Loan Commitment: $2,500,000.00(1)
------------------
1/ $10,000,000.00 on the Fourth Amendment Effective Date, $2,500,000 of which
is to be transferred via assignment to Captiva II Finance Ltd. on the day
following the Fourth Amendment Effective Date, $2,000,000 of which is to be
transferred via assignment to Senior Debt Portfolio on the Fourth Amendment
Effective Date, $500,000 of which is to be transferred via assignment to
Oxford Strategic Income Trust on the Fourth Amendment Effective Date, and
$2,500,000 of which is to be transferred to Mitsubishi Trust and Banking
Corporation on January 12, 2000.
34
CAPTIVA II FINANCE LTD.
Address for Notice:
c/o Trust Company of the West
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx Xxxxx/ Xxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
c/o Deutsche Bank (Cayman) Limited
P.O. Box 1984 GT, Xxxxxxxxx Square
Grand Cayman, Cayman Islands
Attn: Director
c/o State Street Bank & Trust Co.
0xx Xxxxxx xx Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telecopy:(000) 000-0000/5368
Tranche A-1 Term Loan Commitment: $2,500,000.00(2)
SENIOR DEBT PORTFOLIO
Address for Notice:
00 Xxxxxxx Xxxxxx, 0xx xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxxxxxx
Telecopy:(000) 000-0000
Tranche A-1 Term Loan Commitment: $2,000,000.00(3)
--------------
2/ Represents $2,500,000.00 to be transferred via assignment from The Chase
Manhattan Bank on the day following the Fourth Amendment Effective Date.
3/ Represents $2,000,000.00 to be transferred via assignment from The Chase
Manhattan Bank on the Fourth Amendment Effective Date.
35
OXFORD STRATEGIC INCOME TRUST
00 Xxxxxxx Xxxxxx, 0xx xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxxxxxx
Telecopy:(000) 000-0000
Tranche A-1 Term Loan Commitment: $500,000.00(4)
THE MITSUBISHI TRUST AND BANKING CORPORATION
Address for Notice:
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx Rock
Telecopy: (000) 000-0000
Tranche A-1 Term Loan Commitment: $2,500,000.00(5)
NATEXIS BFCE
Address for Notice:
Attention:
Telecopy:
Tranche A-1 Term Loan Commitment: $2,500,000.00
---------------------
4/ Represents $500,000.00 to be transferred via assignment from The Chase
Manhattan Bank on the Fourth Amendment Effective - Date.
5/ Represents $2,500,000.00 to be transferred via assignment from The Chase
Manhattan Bank on January 12, 1999.
