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EXHIBIT 10.1
FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED FINANCING AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT
(the "Amendment") dated as of February 20, 1998, is by and among ENCORE WIRE
CORPORATION, a Delaware corporation ("Borrower"), NATIONSBANK OF TEXAS, N.A., a
national banking association, and BANK OF AMERICA, TEXAS, N.A., a national
banking association, in their individual capacities as "Lenders" (as such term
is defined herein), and NATIONSBANK OF TEXAS, N.A., a national banking
association, as agent for itself and the other Lenders (in such capacity,
together with its successors in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Lenders are parties to the Second
Amended and Restated Financing Agreement, dated as of June 9, 197, (the
"Original Financing Agreement") relating to a $55,000,000 revolving credit
facility ("Facility"), pursuant to which, inter alia, the Lenders agreed to
make certain loans available to the Borrower upon the terms and conditions
contained in the Original Financing Agreement;
WHEREAS, Borrower desires that the Lenders reduce the available credit
under said facility to an aggregate of $40,000,000 and make certain other
modifications to the Original Financing Agreement; and
WHEREAS, the parties hereto desire to amend the Original Financing
Agreement in accordance with the terms and provisions of this Amendment;
NOW, THEREFORE, for and in consideration of these premises and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Agent an the Lenders hereby agree as follows:
1. Terms. All capitalized terms defined in the Original Financing
Agreement and not otherwise defined herein shall have the same definitions when
used herein as set forth in the Original Financing Agreement as amended by this
Amendment.
2. Amendment of Section 1.83. Section 1.83. of the Original Financing
Agreement is amended by deleting Section 1.83 in its entirety and replacing it
with the following:
3. Reduction of Commitment. Pursuant to Section 2.9 of the Original
Financing Agreement, the aggregate Commitment of all Lenders is reduced from
$55,000,000 to $40,000,000;
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the amount of NationsBank's Commitment is reduced from $35,000,000 to
$25,500,000; and the amount of Bank of America's Commitment is reduced from
$20,000,000 to $14,500,000.
4. Amendment to Section 7.21 of the Original Financing Agreement.
Section 7.21 of the Original Financing Agreement is amended by deleting
Subsection(a) 3 thereof in its entirety and replacing it with the following:
3. Capital Expenditures. Capital Expenditures shall not
exceed in any fiscal year the sum of (i) $5,000,000.00, (ii)
expenditures made pursuant to the line item designated
"Other Equipment" in the Budget, but only up to an
aggregate amount of $4,000,000.00, and (iii) the
expenditures provided in the Budget for construction of the
Rod Mill and Distribution Center for such fiscal year.
Provided. however, the $5,000,000.00 limitation set forth
in (i) above shall be $18,000,000.00 solely for Borrower's
fiscal year ending in 1998. The amounts in excess of
$5,000,000.00 for such fiscal year may be used only for (x)
developing in-house capacity for the production of PVC
jacketing and insulating materials, (y) increasing
production capacity for existing residential and commercial
plants of Borrower, and (z) increasing the smelting
capacity of the Rod Mill. After the fiscal year ending in
1998, the Capital Expenditure limitation shall thereafter
be $,000,000.0. Capital Expenditures for the Rod Mill and
Distribution Center (A) may not exceed $23,500,000.00 in
the aggregate for the entire project and (B) may not exceed
$1,000,000.00 above the amount provided in the Budget for
any single line item which is included in the construction
costs for the Rod Mill and Distribution Center.
5. Costs. The Borrower shall pay all reasonable out-of-pocket costs and
expenses incurred by the Agent or any Lender in connection with the
negotiation, preparation, execution and consummation of this Amendment and the
transactions contemplated by this Amendment, including, without limitation, the
reasonable fees and expenses of counsel to the Agent and the Lenders.
6. Miscellaneous.
6.1 Headings. Section headings are for reference only and shall not
affect the interpretation or meanings of any provision of this Amendment.
6.2 Effect of this Amendment. The Original Financing Agreement, as
amended by this Amendment, shall remain in full force and effect except that
any reference therein, or in any other Loan Document referring to the Original
Financing Agreement, shall be deemed to refer to the Original Financing
Agreement as amended by this Amendment.
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6.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND APPLICABLE
FEDERAL LAW.
6.4 Counterparts. This Amendment may be executed by the different
parties hereto on separate counterparts, each of which, when so executed,
shall be deemed an original but all such counterparts shall constitute but one
and the same Amendment.
6.5 NO ORAL AGREEMENTS. THE Original Financing Agreement, AS
AMENDED BY THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS
THE ENTIRE AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective duly authorized officers as of the date first
above written.
BORROWER:
ENCORE WIRE CORPORATION
By: /s/ SCOTT WEAVER
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Name: Scott Weaver
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Title: Vice President-Finance
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NATIONSBANK OF TEXAS, N.A.
Individually and as Agent
By: /s/ TODD M. BURNS
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Name: Todd M. Burns
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Title: Vice President
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BANK OF AMERICA, TEXAS, N.A.
By: /s/ DONALD P. HELLMAN
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Name: Donald P. Hellman
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Title: Vice President
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