PART I - Financial Information

EX-10.1 3 l94471aex10-1.txt EXHIBIT 10.1 Exhibit 10.1 FOURTH AMENDMENT dated as of April 19, 2002 (this "Amendment"), to the Credit Agreement dated as of May 28, 1999, as amended by the First Amendment dated as of October 8, 1999, the Second Amendment, Consent and Waiver dated as of March 9, 2000 and the Third Amendment, Consent and Waiver dated as of January 24, 2001 (the "Credit Agreement"), among GENERAL CABLE CORPORATION (the "Company"), GK TECHNOLOGIES, INCORPORATED, GENERAL CABLE HOLDINGS (UK) LIMITED, GENERAL CABLE ACQUISITIONS (SPAIN), S.A., GENERAL CABLE HOLDINGS, INC., the other BORROWING SUBSIDIARIES from time to time party thereto, the LENDERS from time to time party thereto, JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent for the Lenders (in such capacity, the "Collateral Agent"), J.P. MORGAN EUROPE LIMITED (formerly known as CHASE MANHATTAN INTERNATIONAL LIMITED), as London Agent, and BANK ONE, MICHIGAN, MERRILL LYNCH CAPITAL CORPORATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents. WHEREAS, pursuant to the Credit Agreement, the Lenders and the Issuing Bank have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth therein. WHEREAS, the Company has requested that the Required Lenders amend certain provisions of the Credit Agreement as set forth in this Amendment and the Lenders whose signatures appear below, constituting at least the Required Lenders (as defined in the Credit Agreement), are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. Capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement. SECTION 2. AMENDMENT OF SECTION 1.01 OF THE CREDIT AGREEMENT. (a) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of "Applicable Rate" set forth therein in its entirety 2 and substituting in lieu thereof the following definition: "'APPLICABLE RATE' means, for any day (a) with respect to (i) any ABR Loan or Eurocurrency Loan that is (A) a Revolving Loan or (B) a Tranche A Term Loan or (ii) the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth under the appropriate caption in Table I below or (b) with respect to any ABR Loan or Eurocurrency Loan that is a Tranche B Term Loan, the applicable rate per annum set forth under the appropriate caption in Table II below, in each case based upon the Leverage Ratio as of the most recent determination date: TABLE I

TABLE II

3 Except as set forth below, the Leverage Ratio used on any date to determine the Applicable Rate shall be that in effect at the fiscal quarter end next preceding the Financial Statement Delivery Date occurring on or most recently prior to such date; PROVIDED that if any Financial Statement Delivery Date shall have occurred and the financial statements required to have been delivered under Section 5.01(a) or (b) by such date have not yet been delivered, the Applicable Rate shall, until such financial statements shall have been delivered, be determined by reference to Category 1 in the applicable Table. Notwithstanding the foregoing, from and including the "Amendment Effective Date", as defined in the Fourth Amendment to this Agreement, to and excluding the Financial Statement Delivery Date immediately following June 30, 2002, the Applicable Rate will for all purposes be determined by reference to Category 1 in the applicable Table.". (b) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of "EBITDA" set forth therein in its entirety and substituting in lieu thereof the following definition: "'EBITDA' means, for any period, the consolidated net income of the Company and its consolidated Subsidiaries for such period PLUS, to the extent deducted in computing such consolidated net income for such period, the sum (without duplication) of (a) income tax expense, (b) Interest Expense, (c) depreciation and amortization expense, (d) non-recurring restructuring charges and (e) extraordinary losses, MINUS, to the extent added in computing such consolidated net income for such period, (a) consolidated interest income, (b) non-recurring gains booked on or after January 1, 2002 and (c) extraordinary gains. Solely for purposes of determining compliance with the covenants contained in Article VI, following the completion of any acquisition or sale of any Subsidiary or other significant business unit, EBITDA for any period of four fiscal quarters, including the quarter during which such sale or acquisition shall have been completed, shall be determined on a pro forma basis giving effect to such sale or acquisition (and excluding that portion of 4 EBITDA attributable to the assets sold therein or including that portion of EBITDA attributable to the assets acquired therein, as applicable) as if such sale or acquisition had occurred on the first day of such period." (c) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of "Collateral" set forth therein in its entirety and substituting in lieu thereof the following definition: "'Collateral' means any and all "Collateral", as defined in any Security Document (as the context requires) and shall also include the Mortgaged Properties." (d) Section 1.01 of the Credit Agreement is hereby amended by deleting the word "and" immediately before clause (b) in the definition of "Collateral Requirement" and substituting in lieu thereof a comma, and by inserting the following words immediately before the period at the end thereof: "and (c) the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property, (ii) such other documents as the Administrative Agent or the Required Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property, including copies of the deeds or other instruments under which the record owners of the Mortgaged Properties shall have acquired the same (containing legal descriptions of the Mortgaged Properties sufficient to permit the Mortgaged Properties to be correctly described in the Mortgages related thereto), but not including policies of title insurance or surveys of the Mortgaged Properties, and (iii) an amount in cash sufficient for the payment of all mortgage recording taxes or other taxes or fees that must be paid in connection with the recording of the Mortgages, and (d) the Administrative Agent shall have received either (i) a counterpart of each of the Security Documents, duly executed and delivered on behalf of all Loan Parties party thereto, or (ii) in the case of any Person that becomes a Loan Party after the Effective Date, a supplement to each Security Document, in the form specified therein, duly executed and delivered on behalf of such Loan Party; PROVIDED that (A) the Collateral Agent may agree that the Liens of the Security Documents will not be perfected with respect to specified assets if it shall determine, based on information provided by the Company which is, in the judgment of the Collateral Agent sufficient to make the determination in question, that the expense or difficulty 5 of perfecting such Liens with respect to such assets would be excessive in view of the benefit to the Lenders that would result therefrom, (B) the Collateral Agent may grant extensions of time for the perfection of pledges or security interests in particular assets or the obtaining of legal opinions or other documents with respect thereto where it determines that perfection cannot be accomplished or such opinions or documents cannot be provided without undue effort or expense by the time or times at which it would otherwise be required by this Agreement and (C) the requirements set forth in clause (c) above will not be required to be satisfied for a period of 60 days after the date of the Fourth Amendment to this Agreement.". (e) Section 1.01 of the Credit Agreement is hereby amended by inserting immediately after the words "Security Agreement" in the definition of "Loan Documents" the words ", the Mortgages". (f) Section 1.01 of the Credit Agreement is hereby amended by inserting immediately following the words "Security Agreement" in the definition of "Security Documents" the words ", the Mortgages". (g) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in the correct alphabetical order: "FOURTH AMENDMENT EFFECTIVE DATE" means the "Amendment Effective Date", as such term is defined in the Fourth Amendment to this Agreement. "MORTGAGED PROPERTIES" means, at any time, each parcel of real property and the improvements thereto identified on Schedule 1.01(c) hereto, and each other parcel of real property and the improvements thereto now or hereafter owned by a Loan Party, located in the United States of America and having a net book value in excess of $500,000, other than properties listed on Schedule 3.05(c) hereto and properties acquired after the Fourth Amendment Effective Date that are subject to prior mortgages securing industrial development revenue bonds or other obligations that would prohibit such properties from being subjected to Mortgages securing the Obligations. "MORTGAGE" means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Obligations. Each Mortgage shall be 6 satisfactory in form and substance to the Collateral Agent. "SENIOR LEVERAGE RATIO" means, at any time, the ratio of (a) Total Debt (excluding any Indebtedness that is subordinated in right of payment to the Obligations on terms approved in writing by the Administrative Agent) at such time to (b) EBITDA for the most recent period of four consecutive fiscal quarters of the Company ended at or prior to such time." SECTION 3. AMENDMENT OF SECTION 2.11 OF THE CREDIT AGREEMENT. Section 2.11(c) of the Credit Agreement is hereby amended by inserting immediately following the words "to acquire real property, equipment or other tangible assets" the words "in an amount not to exceed the amount available for Capital Expenditures pursuant to Section 6.13". SECTION 4. AMENDMENT OF ARTICLE III OF THE CREDIT AGREEMENT. (a) AMENDMENT OF SECTION 3.05. Section 3.05 of the Credit Agreement is hereby amended by inserting in paragraph (a) thereof immediately after the words "material to its business" the words "(including its Mortgaged Properties)", and by adding the following paragraph (c) at the end thereof: "(c) As of the Fourth Amendment Effective Date, the Mortgaged Properties listed in Schedule 1.01(c) constitute all the real properties owned by the Company or any Domestic Subsidiary and located in the United States of America, other than (i) any real properties with net book values not greater than $500,000 for any such property and (ii) the properties listed on Schedule 3.05(c) hereto. As of the Fourth Amendment Effective Date, neither the Company nor any of its Subsidiaries has received notice or has knowledge of any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. As of the Fourth Amendment Effective Date, neither any Mortgaged Property nor any interest therein is subject to any right of first refusal, option or other contractual right to purchase such Mortgaged Property or interest therein." (b) AMENDMENT TO SECTION 3.16. Section 3.16 of the Credit Agreement is hereby amended by adding the following subsections at the end thereof: "(c) Each Mortgage, upon execution and delivery by the parties thereto and the recording thereof in the county specified on Schedule 3.16, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, enforceable and perfected Lien on all 7 the applicable mortgagor's right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, prior and superior in right to any other Person (except as otherwise permitted in such Mortgage). (d) Upon the recordation of the Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office and the filing of financing statements in appropriate form in the offices specified in Schedule 6 to the Perfection Certificate, the Security Agreement will constitute a fully perfected Lien on and security interest in all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and trademark applications or copyrights, respectively, acquired by the Loan Parties after the date hereof)." SECTION 5. AMENDMENT OF SECTION 5.11 OF THE CREDIT AGREEMENT. Section 5.11 of the Credit Agreement is hereby amended by deleting the parenthetical therein and substituting in lieu thereof the words "(including the filing and recording of Uniform Commercial Code and other financing statements, fixture filings, mortgages, deeds of trust and other documents)". SECTION 6. AMENDMENT OF ARTICLE VI OF THE CREDIT AGREEMENT. (a) AMENDMENT OF SECTION 6.01(d). Section 6.01(d) of the Credit Agreement is hereby amended by deleting the figure "$25,000,000" and substituting in lieu thereof the following: "(A) in the case of any such Indebtedness incurred prior to the Fourth Amendment Effective Date, the amount of such Indebtedness permitted under the provisions of this paragraph (d) as in effect immediately prior to the Fourth Amendment Effective Date and (B) in the case of any such Indebtedness incurred on or after the Fourth Amendment Effective Date, $5,000,000." (b) AMENDMENT OF SECTION 6.01(e). Section 6.01(e) of the Credit Agreement is hereby amended in its entirety to read as follows: 8 "(e) Indebtedness of any Person that shall have become a Subsidiary prior to the Fourth Amendment Effective Date; PROVIDED that (i) such Indebtedness existed at the time such Person became a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Indebtedness was permitted under the provisions of this paragraph (e) as in effect immediately prior to the Fourth Amendment Effective Date;" (c) AMENDMENT OF SECTION 6.01(f). Section 6.01(f) of the Credit Agreement is hereby amended by deleting the figure "$20,000,000" and substituting in lieu thereof the figure "$10,000,000". (d) AMENDMENT OF SECTION 6.01(g). Section 6.01(g) of the Credit Agreement is hereby amended by deleting the figure "$25,000,000" and substituting in lieu thereof the figure "$0". (e) AMENDMENT OF SECTION 6.01(h). Section 6.01(h) of the Credit Agreement is hereby amended in its entirety to read as follows: "(h) other unsecured Indebtedness (other than Indebtedness permitted by paragraph (f) above) in an aggregate principal amount for all the Subsidiaries not exceeding the aggregate sale price of all arrangements permitted by Section 6.03; and" (f) AMENDMENT OF SECTION 6.02(h). Section 6.02(h) of the Credit Agreement is hereby amended by deleting the figure "$25,000,000" and substituting in lieu thereof the figure "$0". (g) AMENDMENT OF SECTION 6.02(i). Section 6.02(i) of the Credit Agreement is hereby amended by deleting the figure "$100,000,000" and substituting in lieu thereof the figure "$20,000,000". (h) AMENDMENT OF SECTION 6.03. Section 6.03 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "SECTION 6.03. SALE AND LEASE-BACK TRANSACTIONS. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any arrangement with any Person (other than a Wholly Owned Subsidiary) whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent 9 or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred, except for any such arrangement or arrangements with an aggregate sale price not exceeding $5,000,000." (i) AMENDMENT OF SECTION 6.05(e). Section 6.05(e) of the Credit Agreement is hereby amended by deleting the figure "$10,000,000" and substituting in lieu thereof the figure "$2,000,000". (j) AMENDMENT OF SECTION 6.05(g). Section 6.05(g) of the Credit Agreement is hereby amended by deleting the word "and" immediately before clause (iv) thereof and substituting in lieu thereof a comma and by inserting the following words immediately before the semicolon at the end thereof: ", (v) actual EBITDA for the previous fiscal year and projections covering a time period of at least one year prepared in good faith and based upon assumptions believed to be reasonable at the time made shall, in each case, indicate that earnings before interest, taxes, depreciation and amortization of any such acquired Person or assets shall be positive for such time period, (vi) if all or a portion of the cost of such acquisition shall be financed with Indebtedness (including Indebtedness of or associated with the acquired Person or assets that will remain outstanding after such acquisition), (A) the Senior Leverage Ratio shall be less than 3.00 to 1.00 and the Leverage Ratio shall be less than 4.50 to 1.00, in each case determined on a pro forma basis for the most recent calculation period and as of the last day thereof as if such acquisition had been consummated at the beginning of such calculation period, and (B) the Borrowers shall have at least $75,000,000 in Revolving Commitments available and unused after giving effect to such acquisition, and (vii) the Company shall have furnished to the Administrative Agent a certificate of a Financial Officer confirming that the requirements of this paragraph (g) shall have been satisfied as to such acquisition." (k) AMENDMENT OF SECTION 6.05(h). Section 6.05(h) of the Credit Agreement is hereby amended to read as follows: "(h) the one time contribution by General Cable Industries, Inc. of assets with a net book value not exceeding $11,000,000 to NextGen Fiber Optics LLC, a Delaware LLC, the sale of 51% of the Equity 10 Interests in NextGen Fiber Optics LLC to third party investors in consideration of cash and/or one or more promissory notes, and investments in an aggregate amount not exceeding $5,000,000 in the resulting joint venture;" (l) AMENDMENT OF SECTION 6.05(k). Section 6.05(k) of the Credit Agreement hereby amended by deleting the figure "$25,000,000" and substituting in lieu thereof the figure "$0". (m) AMENDMENT OF SECTION 6.07. Section 6.07 of the Credit Agreement is hereby amended by deleting clause (b) thereof in its entirety and relettering clause (c) thereof as clause (b) and clause (d) thereof as clause (c) and by deleting the words "(as defined in clause (b) below)" in clause (a) thereof and substituting in lieu thereof the following words "(defined as $50,000,000 PLUS 25% of the Company's consolidated net income (as adjusted pursuant to the final sentence of this Section 6.07) from December 31, 1998, through the end of the most recently ended fiscal quarter of the Company at such time LESS the amount of all cash dividends declared and paid pursuant to clause (a)(B) hereof and the amount of cash used to repurchase or redeem shares, in each case since May 28, 1999)". (n) AMENDMENT OF SECTION 6.10. Section 6.10 of the Credit Agreement is hereby amended to read as follows: "SECTION 6.10. LEVERAGE RATIO. The Company will not permit the Leverage Ratio at any time during any of the periods set forth below to exceed the ratio set forth opposite such period:

11 ~~12/31/02 through 3/30/03 4.80:1.00 3/31/03 through 6/29/03 3.75:1.00 6/30/03 through 6/29/04 3.25:1.00 6/30/04 and thereafter 2.25:1.00"~~

(o) AMENDMENT TO ARTICLE VI. Article VI of the Credit Agreement is hereby amended by adding the following Section at the end thereof: "SECTION 6.13. CAPITAL EXPENDITURES. The Company will not permit Capital Expenditures during any period set forth below to exceed the amount set forth opposite such period:
PERIOD AMOUNT ------ ------ ~~1/1/02 through 12/31/02 $35,000,000 01/01/03 through 12/31/03 $43,000,000"~~
SECTION 7. AMENDMENT OF ARTICLE VII OF THE CREDIT AGREEMENT. Section (d) of Article VII of the Credit Agreement is hereby amended by immediately following "or 5.10" inserting ", 5.11". SECTION 8. AMENDMENT OF THE SCHEDULES TO THE CREDIT AGREEMENT. Schedule 1.01(c) ("Mortgaged Properties"), Schedule 3.05(c) ("Properties Not Subject to Mortgages") and Schedule 3.16 ("Filing Offices"), both of which are attached hereto, are hereby incorporated as schedules to the Credit Agreement. SECTION 9. AMENDMENT OF THE EXHIBITS TO THE CREDIT AGREEMENT. Exhibit I ("Form of Perfection Certificate") is hereby replaced with the Form of Perfection Certificate attached hereto. SECTION 10. AMENDMENT OF SECURITY AGREEMENT. The Security Agreement is hereby amended in substantially the form set forth in Exhibit 1 attached hereto. SECTION 11. CERTAIN AGREEMENTS. The Company agrees that (i) concurrently with the delivery of financial statements required by Section 5.01(a) of the Credit Agreement for any fiscal year, the Company shall deliver a quarter-by-quarter budget for the following fiscal year, (ii) with any financial 12 statements provided pursuant to Section 5.01(a) or (b) of the Credit Agreement, the Company shall provide a comparison between the actual results for the quarter (or fiscal year) being reported on and the projected results previously reported in any budget referred to in (i) above and (iii) any breach of any agreement executed in connection with the requirements of Section 13(b) hereof shall be an Event of Default under the Credit Agreement. SECTION 12. REPRESENTATIONS AND WARRANTIES. To induce the other parties hereto to enter into this Amendment, the Company and each Borrowing Subsidiary represents and warrants to each of the Lenders, the Administrative Agent and the Collateral Agent that, as of the Amendment Effective Date: (a) After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date. (b) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. (c) The execution, delivery and performance by each of the Borrowers of this Amendment have been duly authorized by all necessary corporate and other action and does not and will not require any registration with, consent or approval of, notice to or action by, any person (including any Governmental Authority) in order to be effective and enforceable. The Credit Agreement as amended by this Amendment constitutes the legal, valid and binding obligation of each of the Borrowers, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. SECTION 13. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective only upon the satisfaction of the following conditions (the date on which all such conditions shall have been satisfied being called the "AMENDMENT EFFECTIVE DATE"): (a) the Administrative Agent shall have received (i) counterparts of this Amendment that, when taken together, bear the signatures of the Company, each Subsidiary Guarantor and the Required Lenders and (ii) the Amendment Fees payable to the Lenders under Section 14 hereof. 13 (b) The Administrative Agent shall have received, on behalf of the Lenders, a completed Perfection Certificate dated the date of this Amendment and signed by an executive officer or Financial Officer of the Company, together with all attachments contemplated thereby or the Company shall have entered into an agreement dated the date of this Amendment satisfactory to the Administrative Agent to provide such Perfection Certificate by no later than Friday, April 26, 2002. (c) The Collateral Requirement and the Guarantee Requirement shall be satisfied after giving effect to the amendments effected hereby. SECTION 14. AMENDMENT FEE. The Company agrees to pay to the Administrative Agent, for the account of each Lender that shall have executed and delivered a copy of this Amendment to the Administrative Agent (or its counsel) on or prior to 5:00 p.m., New York City time on April 19, 2002, an amendment fee (collectively, the "AMENDMENT FEES") equal to 0.20% of such Lender's Revolving Commitment (whether used or unused) and outstanding Term Loans, in each case as of the date hereof. The Amendment Fees will be payable in immediately available funds on April 22, 2002; PROVIDED that the Company shall have no liability for the Amendment Fees if this Amendment shall not have been executed and delivered by the Required Lenders. SECTION 15. EFFECT OF AMENDMENT. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute an Amendment of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or an Amendment, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 16. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an 14 original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 17. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 18. EXPENSES. The Company agrees to pay the reasonable out of pocket expenses incurred by the Administrative Agent in connection with the preparation of this Amendment including the reasonable fees, disbursements and other charges of its counsel. SECTION 19. HEADINGS. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. GENERAL CABLE CORPORATION, by /s/ Christopher F. Virgulak ----------------------------------------- Name: Christopher F. Virgulak Title: Executive Vice President GK TECHNOLOGIES, INCORPORATED, by /s/ Christopher F. Virgulak ----------------------------------------- Name: Christopher F. Virgulak Title: Executive Vice President GENERAL CABLE HOLDINGS, INC., by /s/ Christopher F. Virgulak ----------------------------------------- Name: Christopher F. Virgulak Title: Executive Vice President GENERAL CABLE HOLDINGS (UK) LIMITED, by /s/ Christopher F. Virgulak ----------------------------------------- Name: Christopher F. Virgulak Title: Director GENERAL CABLE ACQUISITIONS (SPAIN), S.A., by /s/ Christopher F. Virgulak ----------------------------------------- Name: Christopher F. Virgulak Title: Joint Director GENERAL CABLE HOLDINGS DE MEXICO, S.A de C.V., by /s/ Christopher F. Virgulak ----------------------------------------- Name: Christopher F. Virgulak Title: President GENERAL CABLE COMPANY, by /s/ Christopher F. Virgulak ----------------------------------------- Name: Christopher F. Virgulak Title: Executive Vice President JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), individually, as Administrative Agent and as Collateral Agent, by /s/ Robert A. Krasnow ----------------------------------------- Name: Robert A. Krasnow Title: Vice President J.P. MORGAN EUROPE LIMITED (formerly knows as CHASE MANHATTAN INTERNATIONAL LIMITED), as London Agent, by /s/ Robert A. Krasnow ----------------------------------------- Name: Robert A. Krasnow Title: Vice President 17 BANK ONE, MICHIGAN, individually and as Co-Documentation Agent, by /s/ Michael R. Zaksheske ----------------------------------------- Name: Michael R. Zaksheske Title: Director MERRILL LYNCH CAPITAL CORPORATION, individually and as Co- Documentation Agent, by /s/ Paul Fox ----------------------------------------- Name: Paul Fox Title: Vice President PNC BANK, NATIONAL ASSOCIATION, individually and as Co-Documentation Agent, by /s/ Bruce A. Kintner ----------------------------------------- Name: Bruce A. Kintner Title: Vice President ADDISON CDO, LIMITED (Acct 1279), By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President 18 AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.P., as Investment Advisor, by /s/ John W. Fraser ----------------------------------------- Name: John W. Fraser Title: Managing Director AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager, by /s/ David P. Meyer ----------------------------------------- Name: David P. Meyer Title: Vice President AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager, by /s/ David P. Meyer ----------------------------------------- Name: David P. Meyer Title: Vice President APEX CDO LTD (IDM), by /s/ Amos N. Beason ----------------------------------------- Name: Amos N. Beason Title: Director 19 ARCHIMEDES FUNDING II, LTD. By: ING Capital Advisors LLC, as Collateral Agent by /s/ Gordon Cook ----------------------------------------- Name: Gordon Cook Title:Senior Vice President & Portfolio Manager ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager by /s/ Gordon Cook ---------------------------------------- Name: Gordon Cook Title: Senior Vice President & Portfolio Manager ATHENA CDO, LIMITED (Acct 1277) By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President 20 BANCO ESPIRITO SANTO, S.A., by /s/ Andrew M. Orsen ----------------------------------------- Name: Andrew M. Orsen Title: Vice President by /s/ Leon Stark ----------------------------------------- Name: Leon Start Title: Senior Vice President Deputy General Manager BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., by /s/ Irv Roa ----------------------------------------- Name: Irv Roa Title: Associate Director by /s/ Elizabeth H. Tallmadge ----------------------------------------- Name: Elizabeth H. Tallmadge Title: Managing Director Chief Investment Officer BANK LEUMI USA, by /s/ Aliz Sadan ----------------------------------------- Name: Aliz Sadan Title: Assistant Treasurer 21 THE BANK OF NOVA SCOTIA, by /s/ M.D. Smith ----------------------------------------- Name: M.D. Smith Title: Agent, Operations THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, by /s/ Shinichiro Munechika ----------------------------------------- Name: Shinichiro Munechika Title: Deputy General Manager BEDFORD CDO, LIMITED (Acct 1276) By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President BNP PARIBAS, by /s/ Duane P. Helkowski ----------------------------------------- Name: Duane P. Helkowski Title: Director 22 by /s/ Stephanie Rogers ----------------------------------------- Name: Stephanie Rogers Title: Vice President CAPTIVA FINANCE LTD., by /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director CAPTIVA II FINANCE LTD., by /s/ Paul Cope ----------------------------------------- Name: Paul Cope Title: Director CAPTIVA III FINANCE LTD. (Acct 275), as advised Pacific Investment Management Company LLC by /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director 23 CAPTIVA IV FINANCE LTD. (Acct 1275), as advised by Pacific Investment Management Company LLC by /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director CATALINA CDO LTD. (Acct 1287) By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President CITIZENS BANK OF MASSACHUSETTS, by /s/ John E. Lucas ----------------------------------------- Name: John E. Lucas Title: Vice President COLUMBUS LOAN FUNDING LTD. By: Travelers Asset Management International Company LLC by /s/ William M. Gardner ----------------------------------------- Name: William M. Gardner Title: Assistant Investment Officer Title: Assistant Treasurer 24 COMERICA BANK, by /s/ Jennifer M. Pugliano ----------------------------------------- Name: Jennifer M. Pugliano Title: Account Officer CYPRESSTREE INVESTMENT PARTNERS I, LTD., By: CypressTree Investment Management Company, Inc., as Portfolio Manager by /s/ P. Jeffrey Huth ----------------------------------------- Name: P. Jeffrey Huth Title: Principal CYPRESSTREE INVESTMENT PARTNERS II, LTD., By: CypressTree Investment Management Company, Inc., as Portfolio Manager by /s/ P. Jeffrey Huth ----------------------------------------- Name: P. Jeffrey Huth Title: Principal 25 CYPRESSTREE INVESTMENT COMPANY, INC. As: Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager by /s/ P. Jeffrey Huth ----------------------------------------- Name: P. Jeffrey Huth Title: Principal DELANO COMPANY (Acct 275) by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President EASTMAN HILL FUNDING I, LIMITED, By: TCW Asset Management Company, as its Collateral Manager by /s/ Mark Gold ----------------------------------------- Name: Mark Gold Title: Managing Director ELC 1998 LTD, by /s/ Amos N. Beason ----------------------------------------- Name: Amos N. Beason Title: Director ELC 1999-2 CDO (IDM), by /s/ Amos N. Beason ----------------------------------------- Name: Amos N. Beason Title: Director 26 ELC 1999-I CDO (IDM), by /s/ Amos N. Beason ----------------------------------------- Name: Amos N. Beason Title: Director ELC 1999-III CDO (IDM), by /s/ Amos N. Beason ----------------------------------------- Name: Amos N. Beason Title: Director ELC 2000-I CDO (IDM), by /s/ Amos N. Beason ----------------------------------------- Name: Amos N. Beason Title: Director ELF FUNDING TRUST III, By: New York Life Investment Management, LLC, as Attorney-in-Fact by /s/ Robert H. Dial ----------------------------------------- Name: Robert H. Dial Title: Vice President 27 ELT LTD., by /s/ Diana L. Mushill ----------------------------------------- Name: Diana L. Mushill Title: Authorized Agent ENDURANCE CDO I, LTD, c/o ING Capital Advisors LLC, As Portfolio Manager by /s/ Gordon Cook ----------------------------------------- Name: Gordon Cook Title: Senior Vice President & Portfolio Manager FIRST UNION NATIONAL BANK, by /s/ Jorge A. Gonzalez ----------------------------------------- Name: Jorge A. Gonzalez Title: Senior Vice President FLEET NATIONAL BANK, by /s/ Irene Bertozzi Bartenstein ----------------------------------------- Name: Irene Bertozzi Bartenstein Title: Vice President 28 FRANKLIN CLO I, LIMITED, by /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Senior Vice President FRANKLIN FLOATING RATE TRUST, by /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Senior Vice President GALAXY CLO 1999-I LTD., by /s/ Thomas G. Brandt ----------------------------------------- Name: Thomas G. Brandt Title: Managing Director HAMILTON CDO, LTD. By: Stanfield Capital Partners LLC As its Collateral Manager by /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner 29 IKB DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH, by /s/ Anja Keuchel ----------------------------------------- Name: Anja Keuchel Title: Manager by /s/ Manfred Ziwey ----------------------------------------- Name: Manfred Ziwey Title: Director ING PRIME RATE INCOME TRUST By: ING Investments, LLC as its investment manager by /s/ Robert L. Wilson ----------------------------------------- Name: Robert L. Wilson Title: Vice President ING SENIOR INCOME FUND By: ING Investments, LLC as its investment manager by /s/ Robert L. Wilson ----------------------------------------- Name: Robert L. Wilson Title: Vice President 30 JISSEKIKUN FUNDING, LTD. (Acct 1288), By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President JUPITER FUNDING TRUST, by /s/ Diana L. Mushill ----------------------------------------- Name: Diana L. Mushill Title: Authorized Agent KEYBANK NATIONAL ASSOCIATION, by /s/ Brendan Lawlor ----------------------------------------- Name: Brendan Lawlor Title: Vice President KZH CRESCENT LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent KZH CRESCENT-2 LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent 31 KZH CRESCENT-3 LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent KZH ING-2 LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent KZH ING-3 LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent KZH PONDVIEW LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent 32 KZH SOLEIL LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent KZH SOLEIL-2 LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent KZH WATERSIDE LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent METROPOLITAN LIFE INSURANCE COMPANY, by /s/ James R. Dingler ----------------------------------------- Name: James R. Dingler Title: Director 33 MIZUHO CORPORATE BANK, LTD. (f.k.a.) Fuji Bank, Ltd. by /s/ Nobuoki Koike ----------------------------------------- Name: Nobuoki Koike Title: Senior Vice President ML CLO XV PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager by /s/ Robert L. Wilson ----------------------------------------- Name: Robert L. Wilson Title: Vice President ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager by /s/ Robert L. Wilson ---------------------------------------- Name: Robert L. Wilson Title: Vice President 34 ML CLO XX PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager by /s/ Robert L. Wilson ---------------------------------------- Name: Robert L. Wilson Title: Vice President MONUMENT CAPITAL LTD, by /s/ Robert Bayer ---------------------------------------- Name: Robert Bayer Title: Vice President NATEXIS BANQUES POPULAIRES, by /s/ Frank H. Madden, Jr. ---------------------------------------- Name: Frank H. Madden, Jr. Title: Vice President & Group Manager by /s/ William Burke ---------------------------------------- Name: William Burke Title: Vice President NATIONAL CITY BANK, by /s/ Beth A. Newton ---------------------------------------- Name: Beth A. Newton Title: Vice President 35 NATIONAL WESTMINSTER BANK PLC By: NatWest Capital Markets Limited, its Agent By: Greenwich Capital Markets, Inc., its Agent by /s/ Harry Paschalidis ---------------------------------------- Name: Harry Paschalidis Title: Vice President NEMEAN CLO, LTD., By: ING Capital Advisors LLC, as Investment Manager by /s/ Gordon Cook ---------------------------------------- Name: Gordon Cook Title: Senior Vice President & Portfolio Manager NORTHWOODS CAPITAL, LIMITED By: Angelo, Gordon & Co., L.P., As Collateral Manager by /s/ John W. Fraser ----------------------------------------- Name: John W. Fraser Title: Managing Director 36 NORTHWOODS CAPITAL II, LIMITED By: Angelo, Gordon & Co., L.P., As Collateral Manager by /s/ John W. Fraser ----------------------------------------- Name: John W. Fraser Title: Managing Director NORTHWOODS CAPITAL III, LIMITED By: Angelo, Gordon & Co., L.P., As Collateral Manager by /s/ John W. Fraser ----------------------------------------- Name: John W. Fraser Title: Managing Director OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P. its General Partner By: Oak Hill Securities MGP II, Inc. its General Partner by /s/ Scott D. Krase ----------------------------------------- Name: Scott D. Krase Title: Authorized Signatory 37 OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub-investment manager by /s/ Michael B. Nechamkin ----------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager by /s/ Michael B. Nechamkin ----------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS IV, LTD By: Octagon Credit Investors, LLC as collateral manager by /s/ Michael B. Nechamkin ----------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager ORYX CLO, LTD. By: ING Capital Advisors LLC as Collateral Manager by /s/ Gordon Cook ---------------------------------------- Name: Gordon Cook Title: Senior Vice President & Portfolio Manager 38 PERSEUS CDO I, LTD By: Mass Mutual Life Insurance Company As Portfolio Manager by /s/ Steven J. Katz ----------------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD, By: ING Investments, LLC as its investment manager by /s/ Robert L. Wilson ----------------------------------------- Name: Robert L. Wilson Title: Vice President PILGRIM CLO 1999-1 LTD. By: ING Investments, LLC as its investments manager by /s/ Robert L. Wilson ----------------------------------------- Name: Robert L. Wilson Title: Vice President 39 PPM AMERICA, INC., as Attorney-in-fact, on behalf of Jackson National Life Insurance Company. by /s/ David C. Wagner ----------------------------------------- Name: David C. Wagner Title: Managing Director ROYALTON COMPANY (Acct 280) By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President THE ROYAL BANK OF SCOTLAND PLC, by /s/ Jayne Seaford ----------------------------------------- Name: Jayne Seaford Title: Senior Vice President SAAR HOLDINGS CDO LTD By: Mass Mutual Life Insurance Company As Collateral Manager by /s/ Steven J. Katz ----------------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel 40 SEQUILS-ING I (HBDGM), LTD. By: ING Capital Advisors LLC as Collateral Manager by /s/ Gordon Cook ----------------------------------------- Name: Gordon Cook Title: Senior Vice President & Portfolio Manager SEQUILS-MAGNUM, LTD. (#1280) By: Pacific Investment Management Company as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President SEQUILS-PILGRIM I, LTD. By: ING Investments, LLC as its investment manager by /s/ Robert L. Wilson ----------------------------------------- Name: Robert L. Wilson Title: Vice President 41 SEQUILS I, LTD. By: TCW Advisors, Inc. as its Collateral Manager by /s/ Mark Gold ---------------------------------------- Name: Mark Gold Title: Managing Director by /s/ Jonathan Berg ---------------------------------------- Name: Jonathan Berg Title: Assistant Vice President SEQUILS IV, LTD By: TCW Advisors, Inc. as its Collateral Manager by /s/ Mark Gold ---------------------------------------- Name: Mark Gold Title: Managing Director by /s/ Jonathan Berg ---------------------------------------- Name: Jonathan Berg Title: Assistant Vice President 42 SIMSBURY CLO, LTD By: Mass Mutual Life Insurance Company As Collateral Manager by /s/ Steven J. Katz ---------------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel SOMERS CDO, LTD By: Mass Mutual Life Insurance Company As Collateral Manager by /s/ Steven J. Katz ---------------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel SOUTHERN PACIFIC BANK, by /s/ Mun Young Kim ---------------------------------------- Name: Mun Young Kim Title: Vice President 43 SRF TRADING, INC., by /s/ Diana L. Mushill ---------------------------------------- Name: Diana L. Mushill Title: Assistant Vice President STANDARD FEDERAL BANK, by /s/ Dorian Smith ---------------------------------------- Name: Dorian Smith Title: Assistant Vice President STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Christopher A. Bondy ---------------------------------------- Name: Christopher A. Bondy Title: Partner STANFIELD CLO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Christopher A. Bondy ---------------------------------------- Name: Christopher A. Bondy Title: Partner STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Christopher A. Bondy ---------------------------------------- Name: Christopher A. Bondy Title: Partner 44 STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY, by /s/ James R. Fellows ---------------------------------------- Name: James R. Fellows Title: Senior Vice President SUNAMERICA SENIOR FLOATING RATE FUND INC. By: Stanfield Capital Partners LLC As Subadvisor by /s/ Christopher A. Bondy ---------------------------------------- Name: Christopher A. Bondy Title: Partner TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc. as its Collateral Manager by /s/ Mark Gold ---------------------------------------- Name: Mark Gold Title: Managing Director by /s/ Jonathan Berg ---------------------------------------- Name: Jonathan Berg Title: Assistant Vice President 45 THERMOPYLAE FUNDING CORP. by /s/ Frank Bilotta ---------------------------------------- Name: Frank Bilotta Title: Vice President TORONTO DOMINION (NEW YORK), INC. by /s/ Gwen Zirkle ---------------------------------------- Name: Gwen Zirkle Title: Vice President TRAVELERS CORPORATE LOAN FUND INC. By: Travelers Asset Management International Company LLC by /s/ William M. Gardner ---------------------------------------- Name: William M. Gardner Title: Assistant Investment Officer TRYON 2000-I CDO (IDM) by /s/ Amos N. Beason ---------------------------------------- Name: Amos N. Beason Title: Director 46 VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. by /s/ Darvin D. Pierce ---------------------------------------- Name: Darvin D. Pierce Title: Executive Director VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. by /s/ Darvin D. Pierce ---------------------------------------- Name: Darvin D. Pierce Title: Executive Director VENTURE CDO 2002, LIMITED, by /s/ Martin F. Davey ---------------------------------------- Name: Martin F. Davey Title: Director WASHINGTON MUTUAL BANK, by /s/ Richard J. Ameny, Jr. ---------------------------------------- Name: Richard J. Ameny, Jr. Title: Assistant Vice President 47 WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Investment Manager by /s/ Christopher A. Bondy ---------------------------------------- Name: Christopher A. Bondy Title: Partner WINGED FOOT FUNDING TRUST, by /s/ Diana L. Mushill ---------------------------------------- Name: Diana L. Mushill Title: Authorized Agent