EXHIBIT 10.66
FIRST AMENDMENT
TO
CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
effective as of April 14, 2004 by and among GENERAL CABLE INDUSTRIES,
INC., a Delaware corporation ("BORROWER"), the Guarantors (such term and
each other capitalized term used but not defined herein having the meaning
given to it in Article I of the Credit Agreement referenced below), the
Supermajority Lenders signatory hereto, UBS AG, STAMFORD BRANCH, as
administrative agent (the "ADMINISTRATIVE AGENT") for the Lenders and
MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial
Services Inc., as collateral agent and as security trustee (the
"COLLATERAL AGENT"; and together with the Administrative Agent, the
"AGENTS") for the Secured Parties.
RECITALS
WHEREAS, Borrower, Guarantors, the Administrative Agent, the
Collateral Agent and Lenders entered into that certain Credit Agreement
dated as of November 24, 2003 (as amended, supplemented, restated or
otherwise modified from time to time, the "CREDIT AGREEMENT");
WHEREAS, Holdings desires to (i) create a single member Delaware
limited liability company to be named "GK Technologies, L.L.C." ("NEW
INTERMEDIATE HOLDINGS") and (ii) Intermediate Holdings shall merge with
and into New Intermediate Holdings (the foregoing creation of New
Intermediate Holdings and the merger of Intermediate Holdings into New
Intermediate Holdings are hereinafter referred to as the "LLC
CONVERSION");
WHEREAS, Borrower has requested that Agents and the Supermajority
Lenders to amend certain provisions of the Credit Agreement, all upon the
terms and subject to the conditions as herein set forth;
NOW THEREFORE, in consideration of the foregoing recitals, mutual
agreements contained herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Agents,
Supermajority Lenders, Borrower and the other Loan Parties agree as
follows:
SECTION 1. AMENDMENTS. The Credit Agreement is hereby amended as
follows:
(a) The following defined terms are added to Article I of
the Credit Agreement in their proper alphabetical order:
"AUTOZONE ACCOUNT(S)" shall mean those certain
Account(s) with AutoZone, Inc. as the Account Debtor owing to
Borrower, any other Borrowing Base Guarantor, or any
Subsidiary thereof.
"AVAILABLE AMOUNT" shall mean, with respect to any
Eligible Account, an amount equal to the book value of such
Eligible Account multiplied by the then applicable advance
rate with respect to such Eligible Account, as adjusted by the
Collateral Agent in its reasonable credit judgment and
pursuant to the Credit Agreement.
"GENERAL CABLE SPAIN HOLDINGS" shall mean General Cable
Holdings (Spain), SRL, a Spanish limited liability company.
"GCC SPAIN PRE-CLOSING INTERCOMPANY DEBT" shall mean the
unsecured Indebtedness owing by General Cable Spain Holdings
to Holdings in the principal amount of the Dollar Equivalent
of $35.0 million by reason of intercompany advances made by
Holdings to General Cable Spain Holdings prior to the Closing
Date.
"GCC SPAIN POST-CLOSING INTERCOMPANY DEBT" shall mean
the unsecured Indebtedness owing by General Cable Spain to
Borrower in the principal amount of the Dollar Equivalent of
up to $1.0 million by reason of intercompany advances made by
Borrower to General Cable Spain after the Closing Date.
"INVESTMENT GRADE ACCOUNT DEBTOR" means an Account
Debtor whose unsecured long term debt is rated "BBB-" or
better by Standard & Poor's Ratings Services, a division of
the McGraw-Hill Companies, Inc. and "Baa3" or better by
Moody's Investor's Services, Inc.
"ROBERT BOSCH ACCOUNT(S)" shall mean those certain
Accounts with Robert Bosch Corporation as the Account Debtor
owing to Borrower, any other Borrowing Base Guarantor, or any
Subsidiary thereof.
(b) The definition of the term "GCC SPAIN INTERCOMPANY DEBT"
is amended and restated to read in its entirety as follows:
"GCC SPAIN INTERCOMPANY DEBT" shall mean the GCC Spain
Refinancing Intercompany Debt, the GCC Spain Pre-Closing
Intercompany Debt and the GCC Spain Post-Closing Intercompany
Debt, each to the extent permitted by Section 6.01(i) and
Section 6.04.
(c) The definition of "GCC SPAIN REFINANCING INTERCOMPANY
DEBT" is amended and restated to read in its entirety as follows:
"GCC SPAIN REFINANCING INTERCOMPANY DEBT" shall mean the
unsecured Indebtedness owing by General Cable Spain Holdings
to Holdings arising due to repayment in full of obligations of
General Cable Spain Holdings under the applicable agreements
listed on Schedule 1.01(b) with the proceeds of an
intercompany advance made by Holdings to General Cable Spain
Holdings on or before the Closing Date in anticipation of the
Refinancing.
(d) Clause (c) of the definition of the term "PERMITTED
NON-LOAN FUNDED ACQUISITIONS" is amended and restated to read in its
entirety as follows:
2
(c) (i) merger or consolidation or any other combination of
Borrower or any of the other Borrowing Base Guarantors with any
other Person (so long as Borrower or such other Borrowing Base
Guarantor shall be the surviving entity) or (ii) merger or
consolidation or any other combination of any Foreign Subsidiary
with any other:
(A) Foreign Person which owns assets and operates
business within the United States or Canada; provided, that
(x) the aggregate fair market value of all assets within the
United States or Canada of all such Foreign Persons acquired
after the Closing Date do not exceed $5.0 million and (y) all
such assets shall be transferred to a Domestic or a Canadian
Guarantor within 30 days of the consummation of the Permitted
Non-Loan Funded Acquisition involving such Foreign Person or
(B) Foreign Person which owns assets and operates
business outside the United States and Canada
so long as such Foreign Subsidiary is the surviving entity in
each case such Foreign Subsidiary is a Guarantor or a Foreign
Subsidiary whose Equity Interest has been pledged and
delivered to the Collateral Agent for the benefit of the
Secured Parties.
(e) A new Section 2.02(g) is added to Section 2.02 of the Credit
Agreement to read in its entirety as follows:
(g) Borrower hereby authorizes Administrative Agent to, and
in its sole election Administrative Agent may, debit to the
Revolving Loan expenses reimbursable to Agents, Lenders and Issuing
Bank pursuant to Sections 11.03 or pursuant to other Loan Documents.
(f) Section 2.10(a) of the Credit Agreement is amended and
restated in its entirety to read as follows:
(a) Optional Prepayments. In addition to prepayments of
Borrowings in accordance with Section 9.01 hereof, Borrower shall
have the right at any time and from time to time to prepay any
Borrowing (other than Borrowings constituting Swingline Loans), in
whole or in part, subject to the requirements of this Section 2.10;
provided, that each partial prepayment shall be in an amount that is
an integral multiple of $1.0 million and not less than $5.0 million.
(g) Section 2.10(j)(iii) of the Credit Agreement is amended
and restated to read in its entirety as follows:
(iii) in the case of prepayment of a Swingline Loan, not later
than 12:00 (noon), New York City time, on the date of prepayment
3
(h) The last sentence of Section 2.18(b) of the Credit Agreement
is amended and restated in its entirety to read as follows:
Unless the Issuing Bank shall agree otherwise, no Letter of
Credit shall be in an initial amount less than $100,000.
(i) Section 2.19(a)(xv)(b) of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
(b) any Account which is due according to its original terms
of sale more than 90 days after its original invoice date, except as
may be approved in advance and in writing by Collateral Agent in its
discretion, with such limitations as the Collateral Agent may deem
appropriate; it being understood that (I) as of the Closing Date, an
AutoZone Account, a Robert Bosch Account, or an Account of Graybar
Electric Company, Inc. or State Electric Supply Co., Inc. which is
due according to its original terms of sale more than 90 days after
its original invoice date shall not be deemed in default by reason
of this clause (b) or by reason of clause (a) above, as long as such
Account is not more than 30 days past due according to its original
terms of sale and does not remain unpaid for more than 150 days
after its original invoice date; (II) to the extent AutoZone, Inc.
or Robert Bosch Corporation is an Investment Grade Account Debtor,
an AutoZone Account or Robert Bosch Account which is due according
to its original terms of sale more than 90 days after its original
invoice date shall not be deemed in default by reason of this clause
(b) or by reason of clause (a) above, as long as such Account is not
more than 30 days past due according to its original terms of sale
and does not remain unpaid for more than 180 days after its original
invoice date, and (III) (A) if the aggregate Available Amounts of
all AutoZone Accounts that are Eligible Accounts shall at any time
exceed 25% of the aggregate Available Amounts of all Eligible
Accounts which are included in the Borrowing Base, then the
Collateral Agent may establish a Reserve in the exercise of its
reasonable credit judgment in an amount equal to the excess of the
aggregate Available Amounts of such AutoZone Accounts over 25% of
the aggregate Available Amounts of all Eligible Accounts, and (B) if
the aggregate Available Amounts of all Robert Bosch Accounts that
are Eligible Accounts shall at any time exceed 7% of the aggregate
Available Amounts of all Eligible Accounts which are included in the
Borrowing Base, then the Collateral Agent may establish a Reserve in
the exercise of its reasonable credit judgment in an amount equal to
the excess of the aggregate Available Amounts of such Robert Bosch
Accounts over 7% of the aggregate Available Amounts of all Eligible
Accounts,
(j) Schedule 5.14 to the Credit Agreement is hereby amended and
restated in its entirety to read as Schedule 5.14 attached hereto.
(k) Section 5.15(e) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
4
(e) on the date any Borrowing Base Certificate is delivered
pursuant to paragraph (a) above following the most recent fiscal
quarter then ended or at such more frequent intervals as the
Collateral Agent may request from time to time (together with a copy
of all or any part of such delivery requested by any Lender in
writing after the Closing Date), a general description of material
assets (other than Eligible Equipment or Eligible Real Property)
owned by the Loan Parties which have been disposed of;
(l) Section 5.15(f) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(f) on the date any Borrowing Base Certificate is delivered
pursuant to paragraph (a) above following the most recent fiscal
quarter then ended or at such more frequent intervals as the
Collateral Agent may request from time to time (together with a copy
of all or any part of such delivery requested by any Lender in
writing after the Closing Date), a list of any applications for the
registration of any patent, trademark or copyright with the United
States Patent and Trademark Office, the United States Copyright
Office, the Canadian Intellectual Property Office or any similar
office or agency which any Loan Party has filed in the prior fiscal
quarter;
(m) Section 6.01(h) of the Credit Agreement is hereby amended an d
restated in its entirety to read as follows:
(h) Indebtedness incurred by General Cable Spain pursuant to
the European Term Loan Documents as long as (i) the aggregate
principal amount of all such Indebtedness at any time outstanding
does not exceed EUR 50.0 million, (ii) the proceeds of such
Indebtedness are immediately applied by General Cable Spain to make
a Restricted Payment in an amount equal to $27,687,748.15 to General
Cable Spain Holdings, the proceeds of which shall be immediately
applied by General Cable Spain Holdings to repay to Holdings the GCC
Spain Refinancing Intercompany Debt in an amount equal to
$27,687,748.15, the proceeds of which shall be immediately advanced
by Holdings to Borrower, and the proceeds of which Borrower shall
immediately use to repay the Obligations (without reduction in
Commitments) and (iii) the proceeds of such Indebtedness are
immediately applied by General Cable Spain to repay to Borrower any
and all GCC Spain Intercompany Debt incurred after the Closing Date,
the proceeds of which Borrower shall immediately use to repay the
Obligations (without reduction in Commitments);
(n) Section 6.01(i)(iv) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(iv) in each case, such Indebtedness shall
simultaneously be recorded on General Cable Spain's, General Cable
Spain Holdings', Borrower's and Holdings' ledgers, as applicable, as
an intercompany loan and shall be evidenced by a promissory note in
substantially the form of Exhibit L, which shall be
5
pledged (and delivered) by Borrower and Holdings as Collateral
pursuant to the Security Agreement;
(o) Section 6.04(d)(iii) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(iii) Borrower or Holdings may make intercompany loans or
advances to General Cable Spain or General Cable Spain Holdings
giving rise to the GCC Spain Intercompany Debt to the extent
permitted in Section 6.01(i)
(p) Exhibit N to the Credit Agreement is hereby amended and
restated in its entirety to read as Exhibit N attached hereto.
SECTION 2. MERGER OF CERTAIN GUARANTORS. The parties hereto further
acknowledge and agree as follows:
(a) The Agents and Lenders hereby acknowledge the completion of
the mergers of General Cable Resources and General Cable Holdings, Inc., a
Delaware corporation, with and into Holdings (collectively, the "Merger"),
as permitted by Section 6.05(h) of the Credit Agreement. Attached hereto
as Exhibit A is a true, correct and complete corporate organization chart
evidencing the corporate structure of Holdings and all of its Subsidiaries
after giving effect to the Merger.
(b) Within five (5) Business Days following the date hereof, the
Borrower shall cause Holdings to deliver to the Collateral Agent (i) a
certified copy of the Certificate of Merger from the Secretary of State of
Delaware and (ii) a certificate of the Secretary or Assistant Secretary of
the Holdings certifying and attaching the incumbency certificate and
resolutions approving the Merger and execution, delivery and performance
of the transactions to be consummated in connection therewith, certified
as of the date hereof in full force and effect without any modification or
amendment.
(c) The Collateral Agent shall be authorized to file UCC-3
amendments to any and all UCC filings against Holdings, General Cable
Resources or the applicable Guarantor and/or any other financing
statements that the Collateral Agent may deem necessary or desirable as a
result of the Merger in order to maintain the perfection of the Collateral
Agent's Liens.
(d) All references in the Credit Agreement or in any Loan Document
to "General Cable Holdings, Inc." and "General Cable Resources" are hereby
deleted in their entirety and replaced with a reference to "Holdings."
6
SECTION 3. LLC CONVERSION. Notwithstanding Section 6.05 of the Credit
Agreement or any other provision in any Loan Document to the contrary, upon 30
days prior written notice to the Agents, the Agents shall consent to the LLC
Conversion, which consent shall be effective on the date (the "LLC Conversion
Effective Date") on which all of the following conditions precedent are
satisfied as determined by the Agents in their sole discretion:
(a) Holdings, Borrower, New Intermediate Holdings and the other
Loan Parties shall authorize the Collateral Agent to file, at such Loan
Parties' expense, such financing statements, security agreements, pledge
agreements and guaranties or supplements thereto, and other collateral
documents and instruments and do and cause to be done such further acts,
as may be necessary or proper, in the reasonable opinion of the Collateral
Agent as a result of the LLC Conversion, to continue the Collateral
Agent's first priority perfected Lien on the Collateral.
(b) Intermediate Holdings shall have delivered to the Collateral
Agent an unsigned copy of a certificate of the Secretary or Assistant
Secretary of New Intermediate Holdings to be delivered following the
effective date of the LLC Conversion certifying and attaching a copy of
New Intermediate Holdings' Operating Agreement, Incumbency Certificate and
resolutions approving the LLC Conversion.
(c) Within two (2) Business Days following the LLC Conversion
Effective Date, New Intermediate Holdings shall deliver to the Collateral
Agent (i) a certified copy of the Certificate of Formation of New
Intermediate Holdings from the Secretary of State of Delaware, (ii) a
Certificate of Existence from the Secretary of State of Delaware, and
(iii) a certificate of the Secretary or Assistant Secretary of New
Intermediate Holdings certifying and attaching New Intermediate Holdings'
Operating Agreement (including any amendments), Incumbency Certificate and
resolutions approving the LLC Conversion (which such certificate,
Operating Agreement and resolutions shall be in precisely the same form as
the copy of each such document delivered pursuant to paragraph (c) above
hereof), certified as of the date thereof in full force and effect without
any modification or amendment.
(d) Within ten (10) days following the LLC Conversion Effective
Date, New Intermediate Holdings shall have delivered to the Collateral
Agent its stock certificate re-issued to Holdings.
(e) Within ten (10) days following the LLC Conversion Effective
Date, New Intermediate Holdings shall have delivered to the Collateral
Agent the applicable amendment to Mortgages evidencing Liens on Mortgaged
Real Property owned by Intermediate Holdings.
The effect of the consent set forth in Section 3 above shall be revoked,
terminate and be of no further force or effect if such condition precedents set
forth in above shall not have been met within the time periods set forth above.
7
SECTION 4. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective
upon satisfaction of the following conditions precedent:
(a) This Amendment shall have been executed and delivered by the
Supermajority Lenders and the Loan Parties.
(b) The representations and warranties contained herein shall be
true and correct in all respects, and, after giving effect to this
Amendment, no Event of Default or Default shall exist on the date hereof.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF LOAN PARTIES.
(a) The execution, delivery and performance by each Loan Party of this
Amendment has been duly authorized by all necessary corporate action and this
Amendment is a legal, valid and binding obligation of such Loan Party
enforceable against such Loan Party in accordance with its terms, except as the
enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforcement is sought in a proceeding in equity or at law);
(b) Each of the representations and warranties contained in the Credit
Agreement is 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 that such
representations and warranties expressly relate to an earlier date; and
(c) Neither the execution, delivery and performance of this Amendment by
each Loan Party nor the consummation of the transactions contemplated hereby
does or shall contravene, result in a breach of, or violate (i) any provision of
such Loan Party's certificate or articles of incorporation or bylaws, (iii) any
law or regulation, or any order or decree of any court or government
instrumentality, or (iii) any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which such Loan Party or any of its
Subsidiaries is a party or by which such Loan Party or any of its Subsidiaries
or any of their property is bound, except in any such case to the extent such
conflict or breach has been waived by a written waiver document, a copy of which
has been delivered to the Agents on or before the date hereof.
SECTION 6. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
(a) Except as specifically set forth above, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of any Agent or any Lender
under the Credit Agreement or any other Loan Document, nor constitute amendment
of any provision of the Credit Agreement or any other Loan Document, except as
specifically set forth herein. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.
8
(c) Each Loan Party acknowledges and agrees that the execution and
delivery by Agents and Supermajority Lenders of this Amendment shall not be
deemed (i) to create a course of dealing or otherwise obligate Agents or Lenders
to forbear, waive, consent or execute similar amendments under the same or
similar circumstances in the future, or (ii) to amend, relinquish or impair any
right of Agents or Lenders to receive any indemnity or similar payment from any
Person or entity as a result of any matter arising from or relating to this
Amendment.
(b) Each Loan Party affirms and acknowledges that this Amendment
constitutes a Loan Document under the Credit Agreement and any reference to the
Loan Documents under the Credit Agreement contained in any notice, request,
certificate or other document executed concurrently with or after the execution
and delivery of this Amendment shall be deemed to include this Amendment unless
the context shall otherwise specify.
SECTION 7. COSTS AND EXPENSES. As provided in Section 11.03 of the Credit
Agreement, Borrower agrees to reimburse Agents for all fees, costs and expenses,
including the fees, costs and expenses of counsel or other advisors for advice,
assistance, or other representation in connection with this Amendment.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF NEW YORK.
SECTION 9. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
SECTION 10. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument. In the event
that any signature is delivered by facsimile transmission, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf
the signature is executed) the same with the same force and effect as if such
facsimile signature page were an original thereof, and such party shall promptly
follow its facsimile signature page by mailing of a hard copy original.
[Signature Pages Follow]
9
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
BORROWER:
GENERAL CABLE INDUSTRIES, INC., as the
Borrower
By:\s\Christopher F. Virgulak
----------------------------
Name:Christopher F. Virgulak
Title:Executive Vice President
[Signature Page to First Amendment to Credit Agreement]
AGENTS:
MERRILL LYNCH CAPITAL, A DIVISION OF
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,
as a Lender, Collateral Agent and Syndication Agent
By:\s\ Tamara Roehm
-------------------
Name: Tamara Roehm
Title: Vice President
[Signature Page to First Amendment to Credit Agreement]
UBS AG, STAMFORD BRANCH,
as Issuing Bank and Administrative Agent
By:\s\ Wilfred V. Saint
-----------------------
Name: Wilfred V. Saint
Title: Director, Banking Products Services
By:\s\ Joselin Fernandes
------------------------
Name: Joselin Fernandes
Title: Associate Director,Banking Products
Services
UBS LOAN FINANCE LLC, as a Lender
and Swingline Lender
By:\s\ Barbara Ezell-McMichael
------------------------------
Name: Barbara Ezell-McMichael
Title: Associate Director,Banking Products
Services
By:\s\ Doris Mesa
-----------------
Name: Doris Mesa
Title: Associate Director,Banking Products
Services
[Signature Page to First Amendment to Credit Agreement]
LENDERS:
By:\s\ Allied Irish Banks, p.l.c.
---------------------------------
By:\s\ Bank One, N.A.
---------------------
By:\s\ The CIT Group/Business Credit, Inc.
------------------------------------------
By:\s\ Fleet Capital
--------------------
By:\s\ General Electric Capital Corporation
-------------------------------------------
By:\s\ GMAC Commercial Finance, LLC
-----------------------------------
By:\s\ LaSalle Bank National Association
----------------------------------------
By:\s\ National City Business Credit, Inc.
------------------------------------------
(fka National City Commercial Finance, Inc.)
--------------------------------------------
By:\s\ PB Capital Corporation
-----------------------------
By:\s\ The Provident Bank
-------------------------
By:\s\ RZB Finance LLC
----------------------
By:\s\ Webster Business Credit Corporation
------------------------------------------
By:\s\ Wells Fargo Foothill, LLC
--------------------------------
[Signature Page to First Amendment to Credit Agreement]
The following Persons are signatories to
this Amendment in their capacity as Loan
Parties.
GENERAL CABLE COMPANY, as a Loan Party,
Guarantor and Borrowing Base Guarantor
By:\s\ Christopher F. Virgulak
------------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
GENERAL CABLE CORPORATION, as a Loan Party,
Borrowing Base Guarantor and Guarantor
By: s\ Christopher F. Virgulak
------------------------------
Name: Christopher F. Virgulak
Title:Executive Vice President
GK TECHNOLOGIES, INCORPORATED, as a Loan
Party, Borrowing Base Guarantor and Guarantor
By:\s\Christopher F. Virgulak
----------------------------
Name: Christopher F. Virgulak
Title:Executive Vice President
GENERAL CABLE INDUSTRIES, LLC, as a Loan
Party, Borrowing Base Guarantor and Guarantor
By:\s\ Christopher F. Virgulak
-----------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
[Signature Page to First Amendment to Credit Agreement]
GENERAL CABLE TECHNOLOGIES CORPORATION,
as a Loan Party, Borrowing Base Guarantor
and Guarantor
By:\s\Christopher F. Virgulak
----------------------------
Name: Christopher F. Virgulak
Title: President
GENERAL CABLE TEXAS OPERATIONS, L.P., as a
Loan Party, Borrowing Base Guarantor and
Guarantor
By: GENERAL CABLE INDUSTRIES, INC., its
general partner
By:\s\ Christopher F. Virgulak
------------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
MARATHON MANUFACTURING HOLDINGS,INC.,
as a Loan Party and Guarantor
By:\s\ Christopher F. Virgulak
---------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
GENERAL CABLE OVERSEAS HOLDINGS, INC., as
a Loan Party and Guarantor
By:\s\ Christopher F. Virgulak
-----------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
GENERAL CABLE MANAGEMENT LLC, as a Loan
Party and Guarantor
By:\s\ Christopher F. Virgulak
-----------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
[Signature Page to First Amendment to Credit Agreement]
DIVERSIFIED CONTRACTORS,INC.,as a Loan Party
and Guarantor
By:\s\ Christopher F. Virgulak
----------------------------
Name: Christopher F. Virgulak
Title:Executive Vice President
MLTC COMPANY, as a Loan Party and Guarantor
By:\s\ Christopher F. Virgulak
----------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
MARATHON STEEL COMPANY, as a Loan Party
and Guarantor
By:\s\ Christopher F. Virgulak
-----------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
GENCA CORPORATION, as a Loan Party
and Guarantor
By:\s\ Christopher F. Virgulak
------------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
GENERAL CABLE CANADA LTD., as a Loan Party
and Guarantor
By:\s\ Christopher F. Virgulak
----------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
GENERAL CABLE DE MEXICO DEL NORTE SA DE CV,
as a Loan Party and Guarantor
By:\s\ Christopher F. Virgulak
----------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
[Signature Page to First Amendment to Credit Agreement]
GENERAL CABLE DE LATINOAMERICA, SA DE CV,
as a Loan Party and Guarantor
By:\s\ Christopher F. Virgulak
----------------------------
Name: Christopher F. Virgulak
Title: Vice President
[Signature Page to First Amendment to Credit Agreement]
EXHIBIT A
CORPORATE ORGANIZATION CHART
[To Be Attached]
SCHEDULE 5.14
POST-CLOSING COLLATERAL MATTERS
1. On or before July 1, 2004, Borrower shall use their best efforts to
deliver, or cause to be delivered, to the Collateral Agent's counsel
(in form and substance satisfactory to the Collateral Agent) a
deposit account control agreement with respect to deposit accounts
of General Cable Company, a Canadian corporation, held at a
financial institution reasonably satisfactory to the Collateral
Agent.
2. On or before April 5, 2004, Borrower shall deliver to the Collateral
Agent revised Title Policies (or endorsements to the existing Title
Policies) deleting the "general survey exception" with respect to
the Mortgaged Real Properties located in Highland Heights, Kentucky
and Lawrenceburg, Kentucky.
3. With respect to the Mortgaged Real Property located in Marion,
Indiana, Borrower will use commercially reasonable efforts to obtain
a Quitclaim and Corrective Deed for the portion of such property
known as "Tract II" from BICC Cables Corporation to General Cable
Industries, Inc. Borrower has already commenced such efforts and
will continue to pursue such efforts for a period of one hundred
eighty (180) days after the Closing Date. If Borrower is successful
in obtaining the Quitclaim and Corrective Deed as aforesaid, then
within thirty (30) days thereafter, Borrower will execute and
deliver to the Collateral Agent an Amendment to the Mortgage adding
such "Tract II" to the lien of the Mortgage, and will obtain a
revised Title Policy, or endorsement thereto, which adds "Tract II"
to the legal description of the insured property.
4. On or before April 26, 2004, with respect to the Real Properties
located in Chino, California and Toronto, ON, Canada, Borrower will
use commercially reasonable efforts to obtain landlord lien waivers
in form and substance reasonably acceptable to the Collateral Agent.
The parties hereto acknowledge that such efforts will require the
assistance of Lender's counsel to complete on a timely basis.
EXHIBIT N
FORM OF BORROWING BASE CERTIFICATE
[To be Attached]