SECTION 5. AMENDMENT OF ARTICLE VII. Clause (g) of Article VII of the Credit Agreement is hereby amended to read as follows: "(g) (i) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity...
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Exhibit 10.20
EXECUTION COPY
FIRST AMENDMENT dated as of October 8, 1999 (this
"AMENDMENT"), to the Credit Agreement (the "CREDIT
AGREEMENT") dated as of May 28, 1999 among GENERAL CABLE
CORPORATION (the "COMPANY"), GK TECHNOLOGIES, INCORPORATED;
GENERAL CABLE HOLDINGS (UK) LIMITED; GENERAL CABLE
ACQUISITIONS (SPAIN), S.A.; GENERAL CABLE HOLDINGS, INC.;
the other BORROWING SUBSIDIARIES from time to time party
hereto; the LENDERS from time to time party hereto; THE
CHASE MANHATTAN BANK, as Administrative Agent (in such
capacity, the "ADMINISTRATIVE AGENT") and as collateral
agent for the Lenders (in such capacity, the "COLLATERAL
AGENT"), CHASE MANHATTAN INTERNATIONAL LIMITED, as London
Agent, and BANK ONE, MICHIGAN, XXXXXXX XXXXX CAPITAL
CORPORATION and PNC BANK, NATIONAL ASSOCIATION, as
Co-Documentation Agents.
The Company has requested that the Lenders amend certain provisions
of the Credit Agreement and the Security Agreement. The Lenders are willing to
do so, subject to the terms and conditions of this Amendment. This Amendment
will not become effective until the Amendment Effective Date (as herein
defined). Capitalized terms used and not otherwise defined herein have the
meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENT OF SECTION 1.01. (a) The definition of "Total
Debt" in Section 1.01 of the Agreement is amended by adding the following
immediately prior to the period:
", plus the aggregate amount paid by the purchasers under the
receivables purchase facilities referred to in Section 6.02(i) for
accounts receivable of Foreign Subsidiaries that have not been either
collected or written off as uncollectible".
(b) The definition of "Prepayment Event" in Section 1.01 of the
Agreement is amended by adding the following sentence at the end thereof:
"Notwithstanding the foregoing, sales of accounts receivable
permitted by Section 6.02(i) will not be deemed to constitute
Prepayment Events."
SECTION 2. AMENDMENT OF SECTION 2.06(B). Section 2.06(b) of the
Credit Agreement is hereby amended by replacing the first reference to
"$37,500,000" with "the aggregate amount of the Tranche 1 Revolving
Commitments" and by replacing the second reference to "$37,500,000" with "the
lesser of $100,000,000 and the aggregate amount of the Tranche 2 Revolving
Commitments".
SECTION 3. AMENDMENT OF SECTION 6.02. Section 6.02 of the Credit
Agreement is hereby amended by deleting the word "and" at the end of paragraph
(g) thereof, deleting the period at the end of paragraph (h) thereof and
replacing it with "; and" and inserting the following new paragraph (i):
"(i) sales by Foreign Subsidiaries of accounts receivable
under one or more receivables purchase facilities so long as (i) such
sales are without recourse to the Company, the sellers or any of the
other Subsidiaries (other than any special purpose subsidiary engaged
solely in the business of purchasing accounts receivable from one or
more Foreign Subsidiaries and reselling or borrowing against such
accounts receivable, and owning no assets other than accounts
receivable and proceeds thereof), whether pursuant to any Guarantee
or representation as to collectibility or otherwise, and (ii) the
aggregate amount paid by the purchasers for accounts receivable that
have not been either collected or written off as uncollectible shall
not exceed $100,000,000 at any time."
SECTION 4. AMENDMENT OF SECTION 6.05. Section 6.05(e) of the Credit
Agreement is hereby amended by replacing the reference to "$5,000,000" with
"$10,000,000".
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SECTION 5. AMENDMENT OF ARTICLE VII. Clause (g) of Article VII of the
Credit Agreement is hereby amended to read as follows:
"(g) (i) any event or condition occurs that results in any
Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits (any applicable grace or cure period having
expired) the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material
Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity;
PROVIDED that this subclause (i) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness; or
(ii) there shall occur any event which constitutes or with the giving
of notice, the lapse of time or both would constitute a default,
event of ineligibility, event of termination or similar event under
any receivables purchase facility referred to in Section 6.02(i)
under which the aggregate amount paid by the purchasers for accounts
receivable that have not been either collected or written off as
uncollectible shall exceed $10,000,000, or the applicable Foreign
Subsidiary shall fail to observe or perform any term, covenant,
condition or agreement contained in any such receivables purchase
facility if the effect of any such failure shall be to cause or to
permit the purchasers thereunder or any agent acting on their behalf
to cause (with or without the giving of notice, lapse of time or
both) such receivables purchase facility or the commitments of the
purchasers thereunder to terminate or cease to be fully available;"
SECTION 6. AMENDMENT OF SECURITY AGREEMENT. The Security Agreement is
hereby amended replacing the reference to "the Company" in clause (c) of the
second paragraph with a reference to "any Borrower".
SECTION 7. AMENDMENT OF SCHEDULE 6.01. Schedule 6.01 to the Credit
Agreement is hereby amended to read as set forth in Schedule 6.01 attached
hereto.
SECTION 8. REPRESENTATIONS AND WARRANTIES. To induce the other
parties hereto to enter into this Amendment, the Company and each Borrowing
Subsidiary represents and warrants to each of the Lenders, the Administrative
Agent and the Collateral Agent that, as of the Amendment Effective Date:
(a) The representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects on and as
of the Amendment Effective Date with the same effect as though made on and as
of the Amendment Effective Date, except to the extent such representations and
warranties expressly relate to an earlier date.
(b) After giving effect to the agreements and waivers herein, no
Default or Event of Default has occurred and is continuing.
SECTION 9. EFFECTIVENESS. This Amendment shall become effective when
the Administrative Agent shall have received counterparts of this Amendment
that, when taken together, bear the signatures of the Company, each Borrowing
Subsidiary, each Subsidiary Guarantor and the Required Lenders.
SECTION 10. EFFECT OF AMENDMENT. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties
under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other
provision of the Credit Agreement or any other Loan Document, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect. Nothing herein shall be deemed to entitle the Borrowers to a consent
to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.
This Amendment shall apply and be effective only with respect to the
provisions of the Credit Agreement specifically referred to herein.
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SECTION 11. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. Delivery of any executed counterpart of a signature page of
this Amendment by facsimile transmission shall be as effective as delivery of
a manually executed counterpart hereof.
SECTION 12. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 13. EXPENSES. The Company agrees to pay the reasonable out of
pocket expenses incurred by the Administrative Agent in connection with the
preparation of this Amendment including the reasonable fees, disbursements and
other charges of its counsel.
SECTION 14. HEADINGS. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and
year first above written.
GENERAL CABLE CORPORATION,
by
Name:
Title:
GK TECHNOLOGIES, INCORPORATED,
by
Name:
Title:
GENERAL CABLE HOLDINGS, INC.,
by
Name:
Title:
GENERAL CABLE HOLDINGS (UK) LIMITED,
by
Name:
Title:
GENERAL CABLE ACQUISITIONS (SPAIN), S.A.,
by
Name:
Title:
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THE CHASE MANHATTAN BANK,
individually, as Administrative Agent
and as Collateral Agent,
by
Name:
Title:
CHASE MANHATTAN INTERNATIONAL
LIMITED, as London Agent,
by
Name:
Title:
BANK ONE, MICHIGAN, individually and
as Co-Documentation Agent,
by
Name:
Title:
XXXXXXX XXXXX CAPITAL
CORPORATION, individually and as
Co-Documentation Agent,
by
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Co-Documentation Agent,
by
Name:
Title:
AG CAPITAL FUNDING PARTNERS, L.P.,
by
Name:
Title:
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AMARA-2 FINANCE LTD.,
by
Name:
Title:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.,
by
Name:
Title:
BANKBOSTON, N.A.,
by
Name:
Title:
BANKBOSTON, N.A.,
as Trust Administrator for Long Lane
Master Trust IV,
by
Name:
Title:
BANCO ESPIRITO SANTO S.A.,
New York Branch,
by
Name:
Title:
by
Name:
Title:
BANK LEUMI USA,
by
Name:
Title:
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XXX XXXX XX XXXX XXXXXX,
by
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH,
by
Name:
Title:
BANK UNITED,
by
Name:
Title:
BANQUE NATIONALE DE PARIS,
by
Name:
Title:
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BEDFORD CDO LIMITED,
by
Name:
Title:
XXXXX POINT CBO 1999-1, LTD.,
by
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
by
Name:
Title:
CIBC INC.,
by
Name:
Title:
CAPTIVA FINANCE LTD.,
by
Name:
Title:
CAPTIVA II FINANCE LTD.,
by
Name:
Title:
CAPTIVA III FINANCE LTD.,
by
Name:
Title:
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CAPTIVA IV FINANCE LTD.,
by
Name:
Title:
CERES FINANCE, LTD.,
by
Name:
Title:
XXXXX XXXX BANKING CO., LTD.,
by
Name:
Title:
COMERICA BANK,
by
Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC,
By: CypressTree Investment Management
Company, Inc., its Managing Member,
by
Name:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC,
By: CypressTree Investment Management
Company, Inc., its Managing Member,
by
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager,
by
Name:
Title:
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CYPRESSTREE INVESTMENT
PARTNERS II, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager,
by
Name:
Title:
CYPRESSTREE SENIOR FLOATING
RATE FUND,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager,
by
Name:
Title:
DEBT STRATEGIES FUND II, INC.,
by
Name:
Title:
XXXXX XXXXX INSTITUTIONAL SR. LOAN FUND,
by
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST,
by
Name:
Title:
FIRST UNION NATIONAL BANK,
by
Name:
Title:
FRANKLIN FLOATING RATE TRUST,
by
Name:
Title:
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THE FUJI BANK, LIMITED,
by
Name:
Title:
GALAXY CLO 1999-1, LTD.,
By: SAI Investment Adviser, Inc. its Collateral
Manager,
by
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.,
by
Name:
Title:
GREAT POINT CLO 1999-1 LTD.,
by
Name:
Title:
HIGHLAND CLO 1999-1 LTD.,
by
Name:
Title:
HIGHLAND LEGACY LIMITED,
by
Name:
Title:
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XXXXXXX NATIONAL LIFE INSURANCE COMPANY,
By: PPM America, Inc., as attorney in fact, on
behalf of Xxxxxxx National Life Insurance
Company,
by
Name:
Title:
KEYBANK NATIONAL ASSOCIATION,
by
Name:
Title:
KZH APPALOOSA LLC,
by
Name:
Title:
KZH CRESCENT-2 LLC,
by
Name:
Title:
KZH CRESCENT-3 LLC,
by
Name:
Title:
KZH CRESCENT LLC,
by
Name:
Title:
KZH CYPRESSTREE-1 LLC,
by
Name:
Title:
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KZH ING-1 LLC,
by
Name:
Title:
KZH ING-2 LLC,
by
Name:
Title:
KZH ING-3 LLC,
by
Name:
Title:
KZH III LLC,
by
Name:
Title:
KZH LANGDALE LLC,
by
Name:
Title:
KZH SHOSHONE LLC,
by
Name:
Title:
KZH-SOLEIL-2 LLC,
by
Name:
Title:
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KZH WATERSIDE LLC,
by
Name:
Title:
MASSACHUSETTS MUTUAL LIFE INSURANCE,
by
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO,
by
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.,
by
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY,
by
Name:
Title:
MICHIGAN NATIONAL BANK,
by
Name:
Title:
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MONUMENT CAPITAL LTD,
by
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
by
Name:
Title:
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME TRUST,
by
Name:
Title:
NATIONAL CITY BANK,
by
Name:
Title:
NATIONAL WESTMINSTER BANK PLC,
by
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE FUND,
By: CypressTree Investment Management Company,
Inc. as Portfolio Manager
by
Name:
Title:
NORTHWOODS CAPITAL, LIMITED,
by
Name:
Title:
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OAK MOUNTAIN LIMITED,
by
Name:
Title:
OCTAGON INVESTMENT PARTNERS II, LLC,
by
Name:
Title:
OCTAGON LOAN TRUST,
By: Octagon Credit Investors, as Manager,
by
Name:
Title:
OLYMPIC FUNDING TRUST, SERIES 1999-1,
by
Name:
Title:
PERSEUS CDO I, LIMITED,
by
Name:
Title:
PILGRIM AMERICAN HIGH INCOME INVESTMENT LTD.,
by
Name:
Title:
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PILGRIM PRIME RATE TRUST,
By: Pilgrim Investments, Inc. as its investment
manager,
by
Name:
Title:
SAAR HOLDINGS CDO, LIMITED,
by
Name:
Title:
SANKATY HIGH YIELD ASSET PARTNERS,
by
Name:
Title:
SENIOR DEBT PORTFOLIO,
by
Name:
Title:
SEQUILS I, LTD,
By: TCW Advisors, Inc. as its Collateral Manager,
by
Name:
Title:
by
Name:
Title:
SEQUILS ING I (HBDGM), LTD.,
by
Name:
Title:
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XXXXXX CDO, LIMITED,
by
Name:
Title:
SOUTHERN PACIFIC BANK,
by
Name:
Title:
SPS HIGH YIELD LOAN TRADING,
by
Name:
Title:
SRF TRADING, INC.,
by
Name:
Title:
XXXXXXXXX CLO, LTD.,
by
Name:
Title:
STRATA FUNDING LIMITED,
by
Name:
Title:
XXXXX XXX FLOATING RATE LIMITED LIABILITY COMPANY,
by
Name:
Title:
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THE ROYAL BANK OF SCOTLAND PLC,
by
Name:
Title:
TORONTO DOMINION (NEW YORK), INC.,
by
Name:
Title:
TRAVELERS CORPORATE LOAN FUND INC.,
By: Travelers Asset Management International
Corporation,
by
Name:
Title:
THE TRAVELERS INSURANCE COMPANY,
by
Name:
Title:
TRITON CBO III, LIMITED,
By: INVESCO Senior Secured Management, Inc., as
Investment Advisor
by
Name:
Title:
USTRUST,
by
Name:
Title:
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XXX XXXXXX PRIME RATE INCOME TRUST,
by
Name:
Title:
