AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EXHIBIT 10.26

[Execution]

AMENDMENT NO. 5
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of February 2, 2006, by and among Xxxxxx International, Inc., a Delaware corporation (“Xxxxxx Parent”), Xxxxxx Wire Company, a Delaware corporation (“Xxxxxx Wire” and together with Xxxxxx Parent, each individually, a “Borrower” and collectively, “Borrowers”), the parties from time to time to the Loan Agreement (as hereinafter defined) as lenders (each individually, a “Lender” and collectively, “Lenders”) and Wachovia Capital Finance Corporation (Central), an Illinois corporation, in its capacity as agent for Lenders pursuant to the Loan Agreement (in such capacity, “Agent”).

W I T N E S S E T H

WHEREAS, Borrowers have entered into financing arrangements with Agent and Lenders pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in, and subject to the terms and conditions of, the Amended and Restated Loan and Security Agreement, dated August 31, 2004, by and among Agent, Lenders, JPMorgan Chase Bank N.A., successor by merger to Bank One, NA, in its capacity as documentation agent for Lenders, and Xxxxxx Parent, as amended by Amendment No. 1 to Amended and Restated Loan and Security Agreement dated November 5, 2004, Amendment No. 2 to Amended and Restated Loan and Security Agreement dated as of January 27, 2005, Amendment No. 3 to Amended and Restated Loan and Security Agreement dated May 1, 2005 and Amendment No. 4 to Amended and Restated Loan and Security Agreement dated August 31, 2005 (as amended and supplemented hereby and as the same may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other Financing Agreements (as defined therein); and

WHEREAS, Borrowers, Agent and Lenders have agreed to certain amendments to the Loan Agreement, subject to the terms and conditions herein; and

WHEREAS, by this Amendment No. 5, Borrowers, Agent and Lenders desire and intend to evidence such consents and amendments;

NOW, THEREFORE, in consideration of the foregoing, the mutual conditions and agreements and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Definitions.

1.1      The term “Financing Agreements” as used in the Loan Agreement and in the other Financing Agreements shall be deemed and each such reference is hereby amended to include, in addition and not in limitation, this Amendment No. 5, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

1.2      Interpretation.  For purposes of this Amendment No. 5, unless otherwise defined or amended herein, including, but not limited to, those terms used and/or defined in the recitals hereto, all terms used herein shall have the respective meanings assigned to such terms in the Loan Agreement.

2.     Loans, Investments, Etc.  Section 9.10(d) of the Loan Agreement is hereby amended by deleting “$100,000” and replacing it with “$1,000,000”.

3.     Representations and Warranties.  Each Borrower hereby represents and warrants to Agent and Lenders the following (which shall survive the execution and delivery of this Amendment No. 5), the truth and accuracy of which on the date hereof are a continuing condition of the making of Loans and providing Letter of Credit Accommodations to Borrowers:

3.1      This Amendment No. 5 has been duly authorized, executed and delivered by it, and has been authorized by all necessary action on the part of such Borrower which is a party hereto (and, if necessary, their respective stockholders) and each such agreement is in full force and effect as of the date hereof, and the agreements and obligations of Xxxxxx Parent and Xxxxxx Wire, as the case may be, contained herein, constitute the legal, valid and binding obligations of such Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

3.2      The execution, delivery and performance of this Amendment No. 5 (a) are all within the corporate powers of Xxxxxx Parent and Xxxxxx Wire and (b) are not in contravention of law or the terms of such Borrower’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property are bound.

3.3      After giving effect to this Amendment No. 5, no Default or Event of Default exists or has occurred and is continuing.

4.     Conditions Precedent.  The amendments contained herein shall only be effective upon the receipt by Agent of each of the following, in each case in form and substance reasonably satisfactory to Agent:

4.1      an executed original or executed original counterparts of this Amendment No. 5 (as the case may be), duly authorized, executed and delivered by the respective party or parties hereto;

4.2      a true and correct copy of any consent, waiver or approval (if any) to or of this Amendment No. 5, which any Borrower is required to obtain from any other Person; and

4.3      such approvals of Lenders, in form and substance satisfactory to Agent, to the terms and conditions of this Amendment No. 5 as are required under the terms of the Loan Agreement.

5.     Provisions of General Application.

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5.1      Effect of this Amendment.  Except as expressly amended pursuant hereto, no other changes or modifications to the Financing Agreements are intended or implied and, in all other respects, the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof.  To the extent that any provision of the Loan Agreement or any of the other Financing Agreements are inconsistent with the provisions of this Amendment No. 5, the provisions of this Amendment No. 5 shall control.  The Loan Agreement and this Amendment No. 5 shall be read and construed as one Agreement.

5.2      Governing Law.  The validity, interpretation and enforcement of this Amendment No. 5 and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of Illinois, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of Illinois.

5.3      Binding Effect.  This Amendment No. 5 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.  Any acknowledgments or consents contained herein shall not be construed to constitute a consent to any other or further action by a Borrower or to entitle such Borrower to any other consent.

5.4      Further Assurances.  Each Borrower shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent and Lenders to effectuate the provisions and purposes of this Amendment No. 5.

5.5      Headings.  The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 5.

5.6      Counterparts.  This Amendment No. 5 may be executed in any number of counterparts, each of which shall be an original but all of which taken together shall constitute one and the same Agreement.  Delivery of an executed counterpart of this Amendment No. 5 by telefacsimile or other electronic means shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 5.  Any party delivering an executed counterpart of this Amendment No. 5 by telefacsimile or other electronic means shall also deliver an originally executed counterpart of this Amendment No. 5, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment No. 5.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed and delivered by their authorized officers as of the date and year first above written.

			WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as Agent and as Lender
			By:	/s/ Xxxxx Xxxxx
			Title:	Vice President
			XXXXXX INTERNATIONAL, INC.
			By:	/s/ Xxxxxx Xxxxxx
			Title:	Chief Financial Officer, Vice President Finance
			XXXXXX WIRE COMPANY
			By:	/s/ Xxxxxx Xxxxxx
			Title:	Chief Financial Officer, Vice President Finance
AGREED:
JPMORGAN CHASE BANK, N.A.,
successor by merger to BANK ONE, NA (Main Office Chicago)
By:	/s/ Grey
Title:	Regional Portfolio Manager
WESTERNBANK PUERTO RICO
BUSINESS CREDIT DIVISION
By:	/s/ Xxxxxx X. Xxxxxxx
Title:	President
ABLECO FINANCE LLC
By:	/s/ Xxxxxx X. Xxxx, Xx.
Title:	Senior Vice President

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