EXHIBIT 10.2
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EXECUTION COPY
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, dated as of June 28,
2006 (as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, the "Amendment"), by and
among Omega Wire, Inc. (successor by merger with Camden Wire Co., Inc.,
International Wire Rome Operations, Inc. and OWI Corporation), a Delaware
corporation ("Omega"), IWG Resources, LLC, a Nevada limited liability company
("Resources") and Wire Technologies, Inc., an Indiana corporation ("Wire
Technologies" and together with Omega and Resources, each individually a
"Borrower" and collectively, "Borrowers"), IWG High Performance Conductors, Inc.
(formerly known as Xxxxxx Dodge High Performance Conductors of SC & GA, Inc.), a
New York corporation ("High Performance" or "New Guarantor"), and International
Wire Group, Inc., a Delaware corporation ("Parent" or "Existing Guarantor" and
together with New Guarantor, each individually a "Guarantor" and collectively,
"Guarantors"), the parties to the Loan Agreement (as hereinafter defined) as
lenders (each individually, a "Lender" and collectively, "Lenders") and Silver
Point Finance, LLC, a Delaware limited liability company, in its capacity as
agent for Lenders (in such capacity, "Agent").
W I T N E S S E T H
WHEREAS, Agent, Lenders, Borrowers and Existing Guarantor have entered
into financing arrangements pursuant to which Lenders (or Agent on behalf of
Lenders) have made loans to Borrowers as set forth in the Loan and Security
Agreement, dated October 20, 2004, by and among Agent, Lenders, Borrowers and
Existing Guarantor (as amended by Amendment No. 1 to Loan and Security
Agreement, dated as of March 31, 2006 and as the same may be further amended,
modified, supplemented, extended, renewed, restated or replaced, the "Loan
Agreement") and the other agreements, documents and instruments referred to
therein or at any time executed and/or delivered in connection therewith or
related thereto (all of the foregoing, including the Loan Agreement, as the same
now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, being collectively referred to herein as the
"Financing Agreements");
WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders
amend the Loan Agreement to increase the permitted maximum principal amount of
Indebtedness owing with respect to the Working Capital Debt (as defined in the
Loan Agreement) from $130,000,000 to $155,000,000 and make certain other
amendments to the Loan Agreement; and
WHEREAS, by this Amendment, Agent, Lenders, Borrowers and Guarantors
desire and intend to evidence such amendments.
NOW, THEREFORE, in consideration of the mutual conditions and
agreements and covenants set forth herein, and for other good and valuable
consideration, the adequacy and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
Section 1. Definitions.
1.1 Interpretation. For purposes of this Amendment, all terms used
herein, shall have the respective meanings assigned thereto in the Loan
Agreement, unless otherwise defined herein.
1.2 Additional Definitions. As used herein, the following terms shall
have the meanings given to them below, and the Loan Agreement and the other
Financing Agreements are hereby amended to include, in addition and not in
limitation, the following definitions:
(a) "Amendment" has the meaning set forth in the Preamble.
(b) "Amendment No. 2 Effective Date" shall mean June 28, 2006.
(c) "Working Capital Loan Amendment No. 2" shall mean the Amendment No.
2 to Loan and Security Agreement, dated as of the date hereof, by and among the
Borrowers, High Performance, as a new borrower, Parent, the lenders party to the
Working Capital Loan Agreement and the Working Capital Agent.
Section 2. Amendment to Loan Agreement. Section 9.9(f) of the Loan Agreeement is
hereby amended by deleting the sentence in the paranthesis in the third and
fourth lines thereof and replacing same with the following sentence:
"(provided that no such refinancing, refunding, extension,
renewal or replacements increase the principal amount thereof
in effect as of the Amendment No. 2 Effective Date (as defined
in the Working Capital Loan Amendment No. 2))".
Section 3. Representations, Warranties and Covenants. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by Borrowers and Guarantors to Agent and Lenders pursuant to the other
Financing Agreements, each Borrower and Guarantor, jointly and severally, hereby
represents, warrants and covenants with and to Agent and Lenders as follows
(which representations, warranties and covenants are continuing and shall
survive the execution and delivery hereof):
3.1 Corporate Power and Authority. This Amendment and each other
agreement or instrument to be executed and delivered by each Borrower and
Guarantor have been duly authorized, executed and delivered by all necessary
action on the part of such Borrower or Guarantor which is a party hereto and
thereto and, if necessary, its stockholders, and is in full force and effect as
of the date hereof, as the case may be, and the agreements and obligations of
each Borrower and Guarantor contained herein and therein constitute legal, valid
and binding obligations of such Borrower or Guarantor enforceable against it in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium or other laws
affecting creditors' rights generally and by general principles of equity.
3.2 Consents; Approvals. No material action of, or filing with, or
consent of any Governmental Authority (other than the filing of UCC financing
statements and mortgages), and no material approval or consent of any other
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party, is required to authorize, or is otherwise required in connection with,
the execution, delivery and performance of this Amendment and the transactions
contemplated hereby.
3.3 No Event of Default. As of the date hereof, and after giving effect
to the provisions of this Amendment, no Default or Event of Default, exists or
has occurred and is continuing. All of the representations and warranties set
forth in the Loan Agreement and the other Financing Agreements, are true and
correct in all material respects on and as of the date hereof as if made on the
date hereof, except to the extent any such representation or warranty is made as
of a specified date, in which case such representation or warranty shall have
been true and correct in all material respects as of such date.
3.4 Violation of Law. None of the transactions contemplated by this
Amendment violate or will violate any applicable material law or regulation, or
do or will give rise to a default or breach under any material agreement to
which any Borrower or Guarantor is a party or by which any material property of
any Borrower or Guarantor is bound.
3.5 Further Assurances. Borrowers and Guarantors shall take such steps
and execute and deliver, and cause to be executed and delivered, to Agent, such
additional UCC financing statements, and other and further agreements, documents
and instruments as Agent may require in order to more fully evidence, perfect
and protect Agent's first priority security interest in the Collateral.
3.6 Mortgage Modifications. The applicable Borrower or Guarantor which
owns the real property described on Schedule A appended hereto shall execute and
deliver to Agent, on or before sixty (60) days following the Amendment No. 2
Effective Date (or such later date as Agent shall agree in writing), in form and
substance reasonably satisfactory to Agent, a Modification with respect to the
Mortgage covering such real property, duly authorized, executed and delivered by
such Borrower or Guarantor, together with an appropriate endorsement with
respect to the existing mortgagee title insurance policy insuring Agent's
interest in each such Mortgage, as a result of the recordation of each such
Mortgage Modification.
Section 4. Conditions Precedent. The amendments set forth herein shall be
effective upon the satisfaction of each of the following conditions precedent in
a manner reasonably satisfactory to Agent:
4.1 Agent shall have received an original or facsimile of this
Amendment, duly authorized, executed and delivered by Borrowers and Guarantors;
4.2 After giving effect to the amendments provided for herein, no
Default or Event of Default shall exist or have occurred; and
4.3 Agent shall have received, in form and substance satisfactory to
Agent, an Amendment No. 2 to Intercreditor Agreement, duly authorized, executed
and delivered by Working Capital Agent.
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Section 5. Provisions of General Application.
5.1 Effect of this Amendment. Except as modified 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
date hereof. This Amendment represents the entire agreement and understanding
concerning the subject matter hereof and thereof between the parties hereto, and
supersedes all other prior agreements, understandings, negotiations and
discussions, representations, warranties, commitments, proposals, offers and
contracts concerning the subject matter hereof, whether oral or written. To the
extent of a conflict between the terms of this Amendment and the other Financing
Agreements, the terms of this Amendment shall control. The Loan Agreement and
this Amendment shall be read and construed as one agreement.
5.2 Further Assurances. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be reasonably
necessary or desirable to effectuate the provisions and purposes of this
Amendment.
5.3 Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of New York 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 New York.
5.4 Binding Effect. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
5.5 Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto. This Amendment may be executed and delivered by telecopier
or other method of electronic transmission with the same force and effect as if
it were a manually executed and delivered counterpart.
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IN WITNESS WHEREOF, Agent, Lenders, Borrowers and Guarantors have
caused these presents to be duly executed as of the day and year first above
written.
BORROWERS
OMEGA WIRE, INC.
IWG RESOURCES, LLC
WIRE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
GUARANTORS
INTERNATIONAL WIRE GROUP, INC.
IWG HIGH PERFORMANCE CONDUCTORS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
AGENT
SILVER POINT FINANCE, LLC, as Agent
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
LENDERS
SPF CDO I, LLC
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
Commitment: $6,000,000
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
FIELD POINT II, LTD.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
Commitment: $14,640,000
FIELD POINT I, LTD.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
Commitment: $9,360,000
