LOAN AND SECURITY AGREEMENT Among CLOSER MERGER SUB INC. to be merged with and into WIRE ROPE CORPORATION OF AMERICA, INC. (“Borrower”) 12200 NW Ambassador Drive Kansas City, MO 64163-1244 THE OTHER LOAN PARTIES PARTY HERETO as guarantors and pledgors...Loan and Security Agreement • August 19th, 2011 • 1295728 Alberta ULC • Miscellaneous fabricated metal products • New York
This LOAN AND SECURITY AGREEMENT is dated as of February 8, 2007 and is among HSBC BUSINESS CREDIT (USA) INC. (“HSBC”) as agent (“Agent”) and as Lender, CLOSER MERGER SUB INC, to be merged with and into WIRE ROPE CORPORATION OF AMERICA, INC., a Delaware corporation (the “Borrower”), the other Loan Parties signatory hereto as guarantors and pledgors, THE CIT GROUP/BUSINESS CREDIT, INC., as documentation agent and as a Lender, JPMORGAN CHASE BANK, N.A., as syndication agent and as a Lender, and the other Lenders (as defined herein).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 10, 2011 among WIRECO WORLDGROUP INC. and WRCA (LUXEMBOURG) HOLDINGS SARL, as Borrowers, WIRECO WORLDGROUP (CAYMAN) INC., as Parent, and WIRECO WORLDGROUP LIMITED, as Holdings, The Lenders Party...Credit Agreement • August 19th, 2011 • 1295728 Alberta ULC • Miscellaneous fabricated metal products • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 10, 2011, among WIRECO WORLDGROUP INC., a Delaware corporation, WRCA (LUXEMBOURG) HOLDINGS S.AR.L., a société à responsabilité limitée organized under the laws of Luxembourg, WIRECO WORLDGROUP (CAYMAN) INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands, WIRECO WORLDGROUP LIMITED, a company organized under the laws of Cyprus, the several banks and other financial institutions or entities from time to time party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent.
ContractGlobal Note • August 19th, 2011 • 1295728 Alberta ULC • Miscellaneous fabricated metal products • New York
This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is not exchangeable for Notes registered in the name of a person other than the Depositary or its nominee except in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary to a nominee of the Depositary or by a nominee of the depositary to the depositary or another nominee of the depositary) may be registered except in the limited circumstances described in the Indenture.
FOX PAINE MANAGEMENT III, LLCMerger Agreement • August 19th, 2011 • 1295728 Alberta ULC • Miscellaneous fabricated metal products • New York
We refer to the Agreement and Plan of Merger, dated as of November 2, 2006 (the “Merger Agreement”), by and between Wire Rope Corporation of America, Inc., a Delaware corporation (the “Company”), the stockholders of the Company, Closer Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Closer US Holdings Inc., as amended, that provides for a merger of Closer Merger Sub Inc. with and into the Company, with the Company surviving (the “Transaction”). The Transaction will result in, among other things, Fox Paine Capital Fund III, L.P., along with its affiliates and coinvestors (“Investors”), acquiring indirect beneficial ownership (through its ownership of WRCA (Cyprus) Holdings, Ltd. (the “Parent”)) of a majority of the outstanding shares of common stock of the Company immediately following such Transaction.
