EXECUTION COPY
FIFTH AMENDMENT dated as of October 11, 2002 (this
"AMENDMENT"), to the Credit Agreement dated as of May 28,
1999, as amended by the First Amendment dated as of October 8,
1999, the Second Amendment, Consent and Waiver dated as of
March 9, 2000, the Third Amendment, Consent and Waiver dated
as of January 24, 2001 and the Fourth Amendment dated as of
April 19, 2002 (the "CREDIT AGREEMENT"), among GENERAL CABLE
CORPORATION (the "COMPANY"), GK TECHNOLOGIES, INCORPORATED,
GENERAL CABLE HOLDINGS (UK) LIMITED, GENERAL CABLE HOLDINGS
(SPAIN) SRL, GENERAL CABLE HOLDINGS, INC., GENERAL CABLE
HOLDINGS DE MEXICO, S.A. DE C.V., GENERAL CABLE COMPANY, the
other BORROWING SUBSIDIARIES from time to time party thereto,
the LENDERS from time to time party thereto, JPMORGAN CHASE
BANK (formerly known as 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"), X.X. XXXXXX EUROPE LIMITED
(formerly known as CHASE MANHATTAN INTERNATIONAL LIMITED), as
London Agent, and BANK ONE, MICHIGAN, XXXXXXX XXXXX CAPITAL
CORPORATION and PNC BANK, NATIONAL ASSOCIATION, as
Co-Documentation Agents.
WHEREAS, pursuant to the Credit Agreement, the Lenders and the Issuing
Bank have agreed to extend credit to the Borrowers on the terms and subject to
the conditions set forth therein.
WHEREAS, the Company has requested that the Required Lenders amend
certain provisions of the Credit Agreement and the Pledge Agreement as set forth
in this Amendment and the Lenders whose signatures appear below, constituting at
least the Required Lenders, are willing to amend the Credit Agreement on the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, 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 hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Credit Agreement.
SECTION 2. AMENDMENT OF SECTION 1.01 OF THE CREDIT AGREEMENT. (a)
Section 1.01 of the Credit Agreement is hereby amended by deleting the
definition of "APPLICABLE RATE" set forth therein in its entirety and
substituting in lieu thereof the following definition:
""APPLICABLE RATE" means, for any day (a) 3.50% per annum for
any ABR Loan that is a Revolving Loan or a Tranche A Term Loan; (b)
4.50% per annum for any Eurocurrency Loan that is a Revolving Loan or a
Tranche A Term Loan; (c) 4.00% per annum for any ABR Loan that is a
Tranche B Term Loan; and (d) 5.00% per annum for any Eurocurrency Loan
that is a Tranche B Term Loan. Notwithstanding the foregoing, the
Applicable Rate used to
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compute interest on any Revolving Loan or Tranche A Term Loan (and
participation fees due under Section 2.12) shall be increased (i) by
0.25% per annum for any day on which the aggregate amount of the
Revolving Exposures exceeds $150,000,000 or (ii) by 0.50% per annum for
any day when the aggregate amount of the Revolving Exposures exceeds
$175,000,000."
(b) Section 1.01 of the Credit Agreement is hereby amended by (i)
deleting in clause (a) of the definition of "COLLATERAL REQUIREMENT" the words
"and owning any Equity Interests, Rights, or Indebtedness of the Company or any
other Subsidiary or other Person" immediately after the words "each Domestic
Subsidiary existing at such time"; (ii) deleting in clause (a) thereof the words
"in an aggregate principal amount equal to or greater than $1,000,000"
immediately after the word "Indebtedness" and substituting in lieu thereof the
words "(other than employee loans outstanding as of the Fifth Amendment
Effective Date, including without limitation, any such loans made pursuant to
stock option plans or other benefit plans)"; (iii) deleting in clause (C)
thereof the word "Fourth" and substituting in lieu thereof the word "Fifth";
(iv) deleting the word "and" immediately before clause (C) thereof and (v)
inserting immediately before the period at the end of clause (C) thereof, "and
(D) the Company shall be in compliance with the requirements of Section 5.11."
(c) Section 1.01 of the Credit Agreement is hereby amended by (i)
restating clause (ii) of the definition of "DOMESTIC RECEIVABLES FACILITY" set
forth therein to read as follows:
"(ii) the aggregate Net Proceeds to the Company and the
Domestic Subsidiaries (other than any Domestic Receivables Subsidiary)
from the sales of accounts receivable that have not been either
collected or written off as uncollectible shall not be less than
$100,000,000,"; and
(ii) inserting in clause (vi) thereof after the word "documentation" the words
"(including, without limitation, any modifications thereto)."
(d) Section 1.01 of the Credit Agreement is hereby amended by deleting
in the definition of "MORTGAGED PROPERTIES" the words "and having a net book
value in excess of $500,000," immediately after the words "United States of
America".
(e) Section 1.01 of the Credit Agreement is hereby amended by restating
clause (a) of the definition of "PREPAYMENT EVENT" set forth therein to read as
follows:
"(a) any sale, transfer or other disposition (including
pursuant to a sale and leaseback transaction) of any property or asset
of the Company or any Subsidiary (including accounts receivable) other
than (i) sales of Permitted Investments and (ii) sales of inventory in
the ordinary course of business."
(f) Section 1.01 of the Credit Agreement is hereby amended by deleting
the definition of "SPANISH TERM BORROWER" set forth therein in its entirety and
substituting in lieu thereof the following definition:
""SPANISH TERM BORROWER" means General Cable Holdings (Spain)
SRL, a Spanish limited liability company."
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(g) Section 1.01 of the Credit Agreement is hereby amended by inserting
the following definitions in the correct alphabetical order:
""DEBT REDUCTION FEE" has the meaning assigned to such term in
Section 2.12(e)."
""FIFTH AMENDMENT EFFECTIVE DATE" means the "AMENDMENT
EFFECTIVE DATE", as such term is defined in the Fifth Amendment to this
Agreement."
SECTION 3. AMENDMENT OF ARTICLE II OF THE CREDIT AGREEMENT. (a)
AMENDMENT OF SECTION 2.01(d). Section 2.01(d) of the Credit Agreement is hereby
amended by inserting the following sentence at the end thereof:
"On the Fifth Amendment Effective Date, the Revolving
Commitments shall be permanently reduced to $200,000,000. Such
reduction shall be allocated ratably between the Tranche 1 Revolving
Commitments and the Tranche 2 Revolving Commitments."
(b) AMENDMENT OF SECTION 2.05(a). Section 2.05(a) of the Credit
Agreement is hereby amended by deleting the figure "$30,000,000" and
substituting in lieu thereof the figure "$20,000,000".
(c) AMENDMENT OF SECTION 2.11(c). Section 2.11(c) of the Credit
Agreement is hereby amended by restating the proviso set forth therein in its
entirety to read as follows:
"PROVIDED that, in the case of any event described in clause
(a) of the definition of the term Prepayment Event (i) if net proceeds
from any such event (other than any sale and leaseback transaction) do
not exceed $25,000, the Company shall be entitled to retain 100% of
such net proceeds and such proceeds shall not be subject to prepayment
hereunder; and (ii) if Net Proceeds from any such event (other than any
sale and leaseback transaction) exceed $25,000, such proceeds shall be
subject to prepayment hereunder; however, the Company shall be entitled
to retain 10% of such Net Proceeds until the aggregate amount of Net
Proceeds which the Company shall have retained pursuant to this clause
(ii) shall equal $5,000,000.
Notwithstanding the foregoing, no Net Proceeds will be
required to be paid in any fiscal year until the aggregate amount of
all such Net Proceeds due to the Lenders (pursuant to clause (ii) of
the foregoing proviso) in such fiscal year shall equal or exceed
$1,000,000 (at which time the Company shall prepay all such Net
Proceeds with respect to which prepayments have not yet been made
hereunder)."
(d) AMENDMENT TO SECTION 2.11. Section 2.11 of the Credit Agreement is
hereby amended by (i) re-lettering paragraphs (e) and (f) as paragraphs (f) and
(g), respectively and (ii) inserting the following paragraph (e):
"(e) If, for any period of five Business Days, the aggregate
amount of cash and cash equivalents held by the Company and its
Subsidiaries shall exceed $30,000,000 (after excluding any Net Proceeds
being held pursuant to clause (c) above), the Company shall, not later
than the next following Business Day, prepay Revolving Borrowings in an
amount equal
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to such excess. The Company covenants that for purposes of such
calculation, no more than $20,000,000 of such cash and cash equivalents
shall be maintained outside of the United States."
(e) AMENDMENT OF SECTION 2.12(a). Section 2.12(a) of the Credit
Agreement is hereby amended by restating the first sentence therein to read as
follows:
"(a) The Company agrees to pay to the Administrative Agent for
the account of each Lender a commitment fee of 0.50% per annum, which
shall accrue on the daily unused amount of each Commitment (other than
any Designated Foreign Currency Commitment) of such Lender during the
period from and including the date hereof to but excluding the date on
which such Commitment terminates."
(f) AMENDMENT OF SECTION 2.12(d). Section 2.12(d) of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(d) The Company agrees to pay to the Administrative Agent (i)
for its own account or (ii) for the account of any consultant, fees
payable in the amounts and at the times separately agreed upon between
the Company and the Administrative Agent."
(g) AMENDMENT TO SECTION 2.12. Section 2.12 of the Credit Agreement is
hereby amended by (i) re-lettering paragraph (e) as paragraph (f) and (ii)
inserting the following paragraph (e):
"(e) The Company agrees to pay to the Administrative Agent on
December 16, 2003, for the account of each Lender, a fee (the "DEBT
REDUCTION FEE") equal to 1.00% of such Lender's outstanding Term Loans
and Revolving Commitments (whether used or unused) determined as of
December 15, 2003, if, after the Fifth Amendment Effective Date and
prior to December 15, 2003, the Company shall not have made payments or
prepayments of Term Loans and permanent reductions of Revolving
Commitments (in addition to the permanent reduction of the Revolving
Commitment pursuant to Section 2.01(d)) in an aggregate amount the
Dollar Equivalent of which (determined as of December 15, 2003) is at
least $100,000,000. Any Debt Reduction Fee payable hereunder shall be
excluded for purposes of calculating the Interest Coverage Ratio
pursuant to Section 6.11."
SECTION 4. AMENDMENT OF ARTICLE III OF THE CREDIT AGREEMENT. (a)
AMENDMENT OF SECTION 3.05(c). Section 3.05(c) of the Credit Agreement is hereby
amended in its entirety to read as follows:
"(c) As of the Fifth Amendment Effective Date, the Mortgaged
Properties listed in Schedule 1.01(c) constitute all the real
properties owned by the Company or any Domestic Subsidiary and located
in the United States of America, other than the properties listed on
Schedule 3.05(c) hereto. As of the Fifth Amendment Effective Date,
neither the Company nor any of its Subsidiaries has received notice or
has knowledge of any pending or contemplated condemnation proceeding
affecting any Mortgaged Property or any sale or disposition thereof in
lieu of condemnation. Except as provided in Schedule 1.01(c), as of the
Fifth Amendment Effective Date, neither any Mortgaged Property nor any
interest therein is
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subject to any right of first refusal, option or contractual right to purchase
such Mortgaged Property or interest therein."
SECTION 5. AMENDMENT OF ARTICLE V OF THE CREDIT AGREEMENT. (a)
AMENDMENT OF SECTION 5.01(a). Section 5.01(a) of the Credit Agreement is hereby
amended in its entirety to read as follows:
"(a) within 90 days after the end of each fiscal year of the
Company (i) its audited consolidated balance sheet and related
statements of operations, stockholders' equity and cash flows as of the
end of and for such year, setting forth in each case in comparative
form, the figures for the previous fiscal year, all reported on by
Deloitte & Touche LLP or other independent public accountants of
recognized national standing (without a "going concern" or like
qualification or exception and without any qualification or exception
as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the
financial condition and results of operations of the Company and its
consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied and (ii) in comparative form, the actual
results of the fiscal year being reported on and the projected results
previously reported in the business plan provided pursuant to clause
(g) below, all certified by one of its Financial Officers as presenting
fairly in all material respects the financial condition and results of
operations of the Company and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied."
(b) AMENDMENT OF SECTION 5.01(b). Section 5.01(b) of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(b) within 45 days after the end of each of the first three
fiscal quarters of each fiscal year of the Company, its consolidated
balance sheet and related statements of operations, stockholders'
equity and cash flows as of the end of and for such fiscal quarter and
the then elapsed portion of the fiscal year, setting forth in each case
in comparative form (i) the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year and (ii) the actual results of the fiscal quarter
being reported on and the projected results previously reported in the
business plan provided pursuant to clause (g) below, all certified by
one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the
Company and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes;"
(c) AMENDMENT OF SECTION 5.01. Section 5.01 of the Credit Agreement is
hereby amended by (i) re-lettering paragraphs (c), (d), (e) and (f) as
paragraphs (d), (e), (f) and (i), respectively, and (ii) inserting the following
new paragraphs (c), (g) and (h):
"(c) within 30 days after the end of each month, beginning
with the first month following the Fifth Amendment Effective Date, its
consolidated balance sheet and related statements of operations,
stockholders' equity and cash flows as of the end of and for such month
and the then elapsed portion of the fiscal year (i) setting forth in
each case in comparative form the actual results of the month being
reported on and the projected results previously reported in the
Company's forecast provided to the Lenders in connection with the
approval of the Fifth Amendment to this Agreement or as provided
pursuant to clause (g)
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below and (ii) including an explanation of any significant variances in
such comparisons, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and
results of operations of the Company and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of
footnotes."
"(g) prior to the end of each fiscal year (commencing with the
fiscal year ending December 31, 2003), its business plan for the
succeeding fiscal year, such plan to include monthly and quarterly
projections (which will be used as a basis for the month, quarter and
year end comparisons to be provided pursuant to paragraphs (a), (b) and
(c) above)."
"(h) weekly, a breakdown of cash and cash equivalents held by
the Company and the Subsidiaries within and outside of the United
States as of the last Business Day of the preceding week, all certified
by one of its Financial Officers and accompanied by a statement as to
whether the Company shall be in compliance with Section 2.11(e) (it is
understood that this paragraph shall be operative following the
agreement by the Company and the Administrative Agent as to the format
of such weekly cash statements; such agreement shall occur not later
than 30 days after the Fifth Amendment Effective Date)."
(d) AMENDMENT OF SECTION 5.01(d). Section 5.01(d) of the Credit
Agreement (as re-lettered pursuant to paragraph (c) above) is hereby amended by
deleting the words "clause (a) or (b) above" therein and substituting in lieu
thereof the words "clause (a), (b) or (c) above".
(e) AMENDMENT OF SECTION 5.06(b). (i) Section 5.06(b) of the Credit
Agreement is hereby amended by restating the sentence immediately before clause
(i) therein to read as follows:
"Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to clause
(a) of Section 5.01 and at the time of delivery of quarterly financial
statements with respect to the second quarter of such year pursuant to
clause (b) of Section 5.01, the Company shall deliver to the
Administrative Agent a certificate of a Financial Officer and the chief
legal officer of the Company".
(ii) Section 5.06(b) of the Credit Agreement is hereby amended
by deleting the "and" immediately before clause (ii) thereof and
inserting the following clause (iii) immediately before the period at
the end of clause (ii) thereof:
"and (iii) certifying a copy of the most recent legal entity
organizational chart of the Company showing any changes to the
Company's structure (including, without limitation, the creation or
dissolution of any Subsidiaries and any mergers or consolidations of
Subsidiaries)."
(f) AMENDMENT OF SECTION 5.11. Section 5.11 of the Credit Agreement is
hereby amended by (i) inserting "(a)" immediately before the first sentence
thereof and (ii) inserting the following paragraphs at the end thereof:
"(b) The Company will, within 60 days after receipt of a
request from the Collateral Agent, create or cause its Subsidiaries to
create security interests in such capital stock and
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assets of Foreign Subsidiaries as the Collateral Agent shall reasonably specify
(taking into account tax and other considerations) to secure the Obligations
under this Agreement.
(c) The Company will, within 90 days after the Fifth Amendment
Effective Date, and thereafter from time to time promptly and in any
event not more than 30 days after receipt of a request from the
Collateral Agent, take and cause its Subsidiaries to take all such
actions as the Collateral Agent shall reasonably request to enhance and
protect the position of the Collateral Agent with respect to any
Collateral securing the Obligations, including, without limitation, (i)
executing and causing depositary institutions holding deposit or other
accounts of the Company and the Subsidiaries to execute control
agreements satisfactory to the Collateral Agent with respect to such
accounts and (ii) using its best efforts to cause third parties holding
inventory (other than any inventory being held on consignment for sale)
of the Company and the Subsidiaries exceeding $500,000 in value to
execute bailee letters acknowledging the interest of the Collateral
Agent in such inventory and containing other provisions satisfactory to
the Collateral Agent.
(d) The Company will promptly provide to the Collateral Agent
all such information as the Collateral Agent shall reasonably request
as to the nature and location of the assets owned by any of the
Subsidiaries."
SECTION 6. AMENDMENT OF ARTICLE VI OF THE CREDIT AGREEMENT. (a)
AMENDMENT OF SECTION 6.01(c). Section 6.01(c) of the Credit Agreement is hereby
amended in its entirety to read as follows:
"(c) Indebtedness of any Subsidiary to the Company or any
other Subsidiary; PROVIDED (i) in the case of any such Indebtedness
owed to the Company or any Domestic Subsidiary, that such Indebtedness
is evidenced by a promissory note that has been pledged as security for
the Obligations under the Pledge Agreement, and (ii) in the case of any
such Indebtedness owed by a Domestic Subsidiary to any Foreign
Subsidiary, that such Indebtedness is subordinated to the Obligations
on terms satisfactory to the Administrative Agent".
(b) AMENDMENT OF SECTION 6.01(h). Section 6.01(h) of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(h) other unsecured Indebtedness (other than Indebtedness
permitted by paragraph (f) above) in an aggregate principal amount not
exceeding $5,000,000 at any time outstanding for all Subsidiaries that,
taken together with the aggregate sale price of all arrangements
permitted by Section 6.03, does not exceed $25,000,000 at any time
outstanding;"
(c) AMENDMENT OF SECTION 6.03. Section 6.03 of the Credit Agreement is
hereby amended by (i) deleting the figure "$5,000,000" and substituting in lieu
thereof the figure "$25,000,000" and (ii) deleting the period at the end thereof
and substituting in lieu thereof the words:
"; PROVIDED that any such sale and leaseback transaction shall
constitute a Prepayment Event; PROVIDED further that the amount of Net
Proceeds to be received from each sale and leaseback transaction shall
be reasonably satisfactory to the Administrative Agent."
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(d) AMENDMENT OF SECTION 6.05(b). Section 6.05(b) of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(b) investments by the Company in the capital stock of its
Subsidiaries existing on the Fifth Amendment Effective Date (or any
newly formed, wholly owned Domestic Subsidiary as to which the
Collateral Requirement and the Guarantee Requirement are satisfied)."
(e) AMENDMENT OF SECTION 6.07. Section 6.07 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"SECTION 6.07. RESTRICTED PAYMENTS. The Company will not, and
will not permit any of its Subsidiaries to, declare or make, or agree
to pay or make, directly or indirectly, any Restricted Payment, except
that, so long as no Default shall have occurred and be continuing or
would result therefrom (a) Subsidiaries may declare and pay dividends
ratably with respect to their capital stock and (b) the Company may
make Restricted Payments pursuant to and in accordance with stock
option plans or other benefit plans for management or employees of the
Company and its Subsidiaries."
(f) AMENDMENT OF SECTION 6.10. Section 6.10 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"SECTION 6.10. LEVERAGE RATIO. The Company will not permit the
Leverage Ratio at any time during any of the periods set forth below to
exceed the ratio set forth opposite such period:
Period Ratio
------ -----
9/30/99 through 12/31/99 4.25:1.00
1/1/00 through 3/31/00 6.25:1.00
4/1/00 through 6/30/00 6.50:1.00
7/1/00 through 9/30/00 4.50:1.00
10/1/00 through 12/31/00 4.50:1.00
1/1/01 through 9/30/01 4.50:1.00
10/1/01 through 12/31/01 4.25:1.00
1/1/02 through 3/30/02 4.35:1.00
3/31/02 through 6/29/02 5.00:1.00
6/30/02 through 9/29/02 5.50:1.00
9/30/02 through 12/30/02 6.50:1.00
12/31/02 through 3/30/03 7.15:1.00
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Period Ratio
------ -----
3/31/03 through 6/29/03 8.25:1.00
6/30/03 through 9/29/03 9.00:1.00
9/30/03 through 12/30/03 7.75:1.00
12/31/03 through 3/30/04 7.00:1.00
3/31/04 through 6/29/04 3.25:1.00
6/30/04 and thereafter 2.25:1.00"
(g) AMENDMENT OF SECTION 6.11. Section 6.11 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"SECTION 6.11. INTEREST COVERAGE RATIO. The Company will not
permit the Interest Coverage Ratio for any period of four fiscal
quarters ending during any of the periods set forth below to be less
than the ratio set forth opposite such period:
Period Ratio
------ -----
9/30/99 through 12/31/99 2.75:1.00
1/1/00 through 3/31/00 1.75:1.00
4/1/00 through 6/30/00 1.50:1.00
7/1/00 through 9/30/00 2.25:1.00
10/1/00 through 12/31/00 2.25:1.00
1/1/01 through 6/30/01 2.25:1.00
7/1/01 through 6/30/02 2.25:1.00
7/1/02 through 9/30/02 2.00:1.00
10/1/02 through 12/31/02 1.80:1.00
1/1/03 through 3/31/03 1.40:1.00
4/1/03 through 6/30/03 1.25:1.00
7/1/03 through 9/30/03 1.35:1.00
10/1/03 through 12/31/03 1.45:1.00
1/1/04 through 6/30/05 4.00:1.00
7/1/05 and thereafter 4.50:1.00"
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(h) AMENDMENT OF SECTION 6.13. Section 6.13 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"SECTION 6.13. CAPITAL EXPENDITURES. The Company will not
permit (a) Capital Expenditures during any period set forth below to
exceed the amount set forth opposite such period:
Period Amount
------ ------
1/1/02 through 12/31/02 $35,000,000
1/1/03 through 12/31/03 $32,000,000
;or (b) Capital Expenditures for any fiscal quarter during the period
of 1/1/03 through 3/31/04 to exceed $9,000,000."
(i) ADDITION TO ARTICLE VI. Article VI of the Credit Agreement is
hereby amended by inserting the following Section at the end thereof:
"SECTION 6.14. MINIMUM EBITDA. The Company will not permit
EBITDA for any period ending on any date set forth below to be less
than the amount set forth opposite such period:
Period Amount
------ ------
quarter ending 9/30/02 $13,500,000
quarter ending 12/31/02 $11,500,000
two quarters ending 3/31/03 $26,500,000
three quarters ending 6/30/03 $48,500,000
four quarters ending 9/30/03 $68,500,000
four quarters ending 12/31/03 $75,000,000 "
SECTION 7. AMENDMENT OF CERTAIN SCHEDULES TO THE CREDIT AGREEMENT.
Schedule 1.01(c) ("MORTGAGED PROPERTIES"), Schedule 3.05(c) ("PROPERTIES NOT
SUBJECT TO MORTGAGE") and Schedule 3.16 ("FILING OFFICES") are hereby replaced
with the corresponding Schedules attached hereto.
SECTION 8. ADDITION OF EXHIBIT TO THE CREDIT AGREEMENT. Exhibit J
("FORM OF BORROWING REQUEST") attached hereto is hereby incorporated as an
exhibit to the Credit Agreement.
SECTION 9. AMENDMENT OF PLEDGE AGREEMENT. Section 1 of the Pledge
Agreement is hereby amended by restating the portion of clause (a) thereof that
precedes the proviso to read as follows:
"(a) the Equity Interests and Rights owned by it and listed on
Schedule II
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hereto, any other Equity Interests or Rights issued by any Subsidiary
or other Person and owned on the date hereof or obtained in the future
by such Pledgor and the certificates representing all such Equity
Interests and Rights (the "PLEDGED STOCK");"
SECTION 10. 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 (defined below):
(a) After giving effect to this Amendment, 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 (defined
below) with the same effect as though made on and as of the Amendment Effective
Date (defined below), except to the extent such representations and warranties
expressly relate to an earlier date.
(b) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
(c) The execution, delivery and performance by each of the Borrowers of
this Amendment have been duly authorized by all necessary corporate and other
action and does not and will not require any registration with, consent or
approval of, notice to or action by, any person (including any Governmental
Authority) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding obligation of
each of the Borrowers, enforceable against each of them in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.
SECTION 11. Conditions to Effectiveness. This Amendment shall become
effective only upon the satisfaction of the following conditions (the date on
which all such conditions shall have been satisfied being called the "AMENDMENT
EFFECTIVE DATE"):
(a) The Administrative Agent shall have received (i) counterparts of
this Amendment that, when taken together, bear the signatures of the Company,
each Subsidiary Guarantor and the Required Lenders and (ii) the Amendment Fees
payable to the Lenders under Section 12 hereof.
(b) The Administrative Agent shall have received a completed Perfection
Certificate dated the date of the Amendment and signed by an executive officer
or Financial Officer of the Company, together with all attachments contemplated
thereby, or the Company shall have agreed to provide such Perfection Certificate
on or before November 1, 2002.
(c) To the extent invoiced, the Administrative Agent shall have been
reimbursed for all its reasonable out of pocket expenses, including the
reasonable fees, charges and disbursements of its counsel, related to this
Amendment or to the Credit Agreement.
SECTION 12. AMENDMENT FEE. The Company agrees to pay to the
Administrative Agent, for the account of each Lender that shall have executed
and delivered a copy of this Amendment to the Administrative Agent (or its
counsel) on or prior to 5:00 p.m., New York City
12
time on October 11, 2002, an amendment fee (collectively, the "AMENDMENT FEES")
equal to .375% of such Lender's Revolving Commitments (whether used or unused)
and outstanding Term Loans, in each case as of the date hereof. The Amendment
Fees will be payable in immediately available funds on October 15, 2002;
provided that the Company shall have no liability for the Amendment Fees if this
Amendment shall not have been executed and delivered by the Required Lenders.
SECTION 13. EFFECT OF AMENDMENT. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute
an Amendment 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 an
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. This Amendment shall constitute a
"Loan Document" for all purposes of the Credit Agreement and the other Loan
Documents.
SECTION 14. 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 15. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 16. 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 17. HEADINGS. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
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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 /s/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
GK TECHNOLOGIES, INCORPORATED,
by /s/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
GENERAL CABLE HOLDINGS, INC.,
by /s/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
GENERAL CABLE HOLDINGS (UK) LIMITED,
by /s/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Director
GENERAL CABLE HOLDINGS (SPAIN) SRL,
by /s/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Joint Director
by /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Joint Director
14
GENERAL CABLE HOLDINGS DE MEXICO,
S.A. DE C.V.,
by /s/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: President
GENERAL CABLE COMPANY,
by /s/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
15
XX XXXXXX XXXXX BANK (formerly known
as THE CHASE MANHATTAN BANK),
individually, as Administrative Agent and as
Collateral Agent,
by /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
16
X.X. XXXXXX EUROPE LIMITED (formerly
known as CHASE MANHATTAN
INTERNATIONAL LIMITED), as London Agent,
by /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
17
BANK ONE, MICHIGAN, individually
and as Co-Documentation Agent,
by /s/ Signature unreadable
------------------------------------
Name:
Title:
18
XXXXXXX XXXXX CAPITAL CORPORATION,
individually and as Co-Documentation
Agent,
by /s/ Signature unreadable
------------------------------------
Name:
Title:
19
PNC BANK, NATIONAL ASSOCIATION,
individually and as
Co-Documentation Agent,
by /s/ Signature unreadable
------------------------------------
Name:
Title:
