EXHIBIT 10.51
FIRST AMENDMENT
TO
SERIES 2001-1 SUPPLEMENT
THIS FIRST AMENDMENT, dated as of December 21, 2001, is by and among
GENERAL CABLE CAPITAL FUNDING, INC., a Delaware corporation (the "Issuer");
GENERAL CABLE INDUSTRIES, INC. (the "GCC"), a Delaware corporation; and JPMORGAN
CHASE BANK, formerly known as The Chase Manahttan Bank, solely in its capacity
as trustee (the "Trustee").
BACKGROUND
A. The Issuer, GCC and the Trustee entered into a certain Master
Pooling and Servicing Agreement, dated as of May 9, 2001 (the "Pooling
Agreement"), with respect to the securitization of trade receivables.
Capitalized terms used in this First Amendment and not otherwise defined in this
First Amendment have the meanings ascribed to them in the Pooling Agreement.
B. The Pooling Agreement was supplemented by the Series 2001-VFC
Supplement and the Series 2001-1 Supplement, each dated as of May 9, 2001.
C. In accordance with Section 8.5 of the Series 2001-1 Supplement
and Section 11.1 of the Pooling Agreement, the parties have determined to amend
the Series 2001-1 Supplement as provided in this First Amendment.
D. Pursuant to Section 11.1(d) of the Pooling Agreement, the Issuer
has delivered a copy of this First Amendment to each Agent identified therein at
least five days prior to the execution and delivery of this First Amendment.
E. Effectiveness of this First Amendment is conditioned upon (i)
consent of Investor Certificateholders in accordance with Section 11.1(b) of the
Pooling Agreement and (ii) satisfaction of the Rating Agency Condition in
accordance with Section 11.1(f) of the Pooling Agreement.
AMENDMENTS
Now, therefore, with the intention of being legally bound by this First
Amendment, the parties hereby agree as follows:
1. Section 2.6 of the Series 2001-1 is hereby amended to replace
the dollar amount $100,000,000 in both places at which it appears in Section 2.6
with the dollar amount $80,000,000, such that Section 2.6 shall read as follows:
If as of the last day of any period of three consecutive
Settlement Periods the daily average excess during such period of the
Series 2001-1 Invested Amount over the Series 2001-1 Adjusted
Invested Amount equals or exceeds the Reduction Threshold as determined
by the Master Servicer, a portion of the Class A Invested Amount and the
Class B Invested Amount shall be repaid (a "Reduction"), by causing the
Trustee to distribute to the Term Certificateholders an amount (the
"Reduction Amount") equal to the lesser of: the smallest amount of such
excess existing during all three such Settlement Periods rounded down to
the nearest $1,000,000, or the amount which would reduce the Series
2001-1 Invested Amount to $80,000,000. In no event shall a Reduction be
made in an amount which would cause the Series 2001-1 Invested Amount to
be reduced below $80,000,000. The Master Servicer shall direct the
Trustee in writing to make such distribution and shall specify the
amount of the Reduction to be distributed as specified below. The
distribution of the Reduction Amount shall be made to the Term
Certificateholders pro rata based on the Initial Invested Amount of each
Class, from the funds on deposit in the Series 2001-1 Principal
Collection Sub-subaccount on the immediately succeeding Distribution
Date (a "Special Distribution Date"); provided that no Early
Amortization Event or Potential Early Amortization Event (other than
pursuant to clauses (b), (c) and (d) of Section 5.1 hereof) has occurred
and is continuing and the Master Servicer shall have given the Trustee
written notice of such Reduction and the related Reduction Amount (which
amount shall not exceed the available funds on deposit in the Series
2001-1 Principal Collection Sub-subaccount as of the date of such
notice) at least five Business Days prior to the related Special
Distribution Date setting forth the amount of such Reduction and, in the
case of such notice to the Trustee, instructions not to distribute to
the Company any amounts pursuant to subsection 3.3(c)(i) until the
condition set forth in the second proviso in such subsection is
satisfied.
2. This First Amendment shall be construed in accordance with the
laws of the State of New York, without giving effect to principles of conflicts
of law, and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
{SIGNATURE PAGE TO FIRST AMENDMENT FOLLOWS}
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused this Agreement to be duly executed by their respective officers as
of the day and year first above written.
GENERAL CABLE CAPITAL FUNDING, INC.
By:
----------------------------------
Name:
Title:
GENERAL CABLE INDUSTRIES, INC.,
as Master Servicer
By:
----------------------------------
Name:
Title:
JPMORGAN CHASE BANK, formerly
known as THE CHASE MANHATTAN
BANK, not in its individual
capacity but solely as Trustee
By:
----------------------------------
Name:
Title:
{SIGNATURE PAGE TO FIRST AMENDMENT TO SUPPLEMENT TO MASTER POOLING
AND SERVICING AGREEMENT}
