Amendment No. 1 to Amended and Restated Credit Agreement among General Cable Industries, Inc., Lenders, and Agents (June 13, 2005)
This amendment updates the terms of a credit agreement between General Cable Industries, Inc., its guarantors, various lenders, and agents including UBS AG and Merrill Lynch Capital. The changes include new definitions, adjustments to borrowing limits, and revised requirements for certain financial transactions and account eligibility. The amendment also sets deadlines for specific financial actions and clarifies obligations related to joint ventures. The agreement is effective upon satisfaction of specified conditions and is intended to modify and supplement the original credit agreement dated October 22, 2004.
AMENDED AND RESTATED CREDIT AGREEMENT
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LOAN PARTIES GENERAL CABLE INDUSTRIES, INC., as the Borrower | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENERAL CABLE COMPANY, as a Loan Party, Guarantor and Borrowing Base Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENERAL CABLE CORPORATION, as a Loan Party, Borrowing Base Guarantor and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GK TECHNOLOGIES, INCORPORATED, as a Loan Party, Borrowing Base Guarantor and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENERAL CABLE INDUSTRIES, LLC, as a Loan Party, Borrowing Base Guarantor and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENERAL CABLE TECHNOLOGIES CORPORATION, as a Loan Party, Borrowing Base Guarantor and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
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/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
MARATHON MANUFACTURING HOLDINGS, INC., as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENERAL CABLE OVERSEAS HOLDINGS, INC., as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENERAL CABLE MANAGEMENT LLC, as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
DIVERSIFIED CONTRACTORS, INC., as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
MLTC COMPANY, as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
MARATHON STEEL COMPANY, as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENCA CORPORATION, as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENERAL CABLE CANADA LTD., as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENERAL CABLE DE MEXICO DEL NORTE SA DE CV, as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
GENERAL CABLE DE LATINOAMERICA, SA DE CV, as a Loan Party and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
NEXTGEN FIBER OPTICS LLC, as a Loan Party, Borrowing Base Guarantor and Guarantor | ||||
By: | /s/ Robert J. Siverd | |||
Name: | Robert J. Siverd | |||
Title: | Executive Vice President and General Counsel | |||
AGENTS UBS AG, STAMFORD BRANCH, as the Administrative Agent | ||||
By: | /s/ Wilfred V. Saint | |||
Name: | Wilfred V. Saint | |||
Title: | Director | |||
By: | /s/ Richard L. Tavrow | |||
Name: | Richard L. Tavrow | |||
Title: | Director | |||
MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as the Collateral Agent and a Lender | ||||
By: | /s/ Tamara Roehm | |||
Name: | Tamara Roehm | |||
Title: | Vice President | |||
LENDERS UBS LOAN FINANCE, LLC, as a Lender and as Swingline Lender | ||||
By: | s\ Wilfred V. Saint | |||
Name: | Wilfred V. Saint | |||
Title: | Director | |||
By: | s\ Richard L. Tavrow | |||
Name: | Richard L. Tavrow | |||
Title: | Director | |||
Allied Irish Banks, p.l.c, as a Lender | ||||
By: | /s/ Martin Chin | |||
Name: | Martin Chin | |||
Title: | Vice President | |||
By: | /s/ John Farrace | |||
Name: | John Farrace | |||
Title: | Senior Vice President | |||
JPMorgan Chase Bank, N.A., as a Lender | ||||
By: | /s/ Jeffrey W. Swartz | |||
Name: | Jeffrey W. Swartz | |||
Title: | Vice President | |||
The CIT Group/Business Credit, Inc., as a Lender | ||||
By: | /s/ Juan R. Ramirez | |||
Name: | Juan R. Ramirez | |||
Title: | Assistant Vice President | |||
Fleet Capital Corporation, as a Lender | ||||
By: | /s/ Philip B. Fues | |||
Name: | Philip B. Fues | |||
Title: | Vice President | |||
General Electric Capital Corporation, as a Lender | ||||
By: | /s/ Dennis W. Cloud | |||
Name: | Dennis W. Cloud | |||
Title: | Duly Authorized Signatory | |||
GMAC Commercial Finance LLC, as a Lender | ||||
By: | /s/ Robert J. Brandow | |||
Name: | Robert J. Brandow | |||
Title: | Director | |||
ING CAPITAL LLC, as a Lender | ||||
By: | /s/ Janice M. Whalen | |||
Name: | Janice M. Whalen | |||
Title: | Vice President | |||
LaSalle Business Credit, LLC, as a Lender | ||||
By: | /s/ Mitchell Tarvid | |||
Name: | Mitchell Tarvid | |||
Title: | Vice President | |||
NATIONAL CITY BUSINESS CREDIT, INC., as a Lender | ||||
By: | /s/ Anthony Alexander | |||
Name: | Anthony Alexander | |||
Title: | Vice President | |||
PNC BANK, N.A., as a Lender | ||||
By: | /s/ James P. Sierakowski | |||
Name: | James P. Sierakowski | |||
Title: | Vice President | |||
RZB Finance LLC, as a Lender | ||||
By: | /s/ Christoph Hoedl | |||
Name: | Christoph Hoedl | |||
Title: | Group Vice President | |||
By: | /s/ John A. Valiska | |||
Name: | John A. Valiska | |||
Title: | First Vice President | |||
UPS CAPITAL CORPORATION, as a Lender | ||||
By: | /s/ John P. Holloway | |||
Name: | John P. Holloway | |||
Title: | Director of Portfolio Management | |||
WEBSTER BUSINESS CREDIT CORP., as a Lender | ||||
By: | /s/ Joseph A. Ciciola | |||
Name: | Joseph A. Ciciola | |||
Title: | Assistant Vice President | |||
WELLS FARGO FOOTHILL, LLC, as a Lender | ||||
By: | /s/ Dennis King | |||
Name: | Dennis King | |||
Title: | Vice President | |||
Market Value of Eligible Real Property
Net Orderly | ||||||
Liquidation Value | ||||||
Location | Address | (OLV) $$Millions | ||||
Lawrenceburg, KY | 1381 By-Pass North Lawrenceburg, KY 40342 | $ | 10.4 | |||
Marshall, TX | P.O. Box 430 U.S. Highway 80 Scottsville, TX ###-###-#### | 5.1 | ||||
Malvern, AR | P.O. Box 430 Malvern, AR 72104 | 2.9 | ||||
Bonham, TX | 800 E. Second Street Bonham, TX 75418 | 6.3 | ||||
Jackson, TN | 19 Bobrick Drive Jackson, TN 38305 | 5.4 | ||||
DuQuoin, IL | 1453 South Washington DuQuoin, IL 62832 | 3.3 | ||||
Lincoln, RI | Three Carol Drive Lincoln, RI 02865 | 3.7 | ||||
Franklin, MA | 20 Forge Road Franklin, MA 02038 | 3.6 |
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Appraised | ||||||
Fair Market Value | ||||||
Location | Address | $$Millions | ||||
Altoona, PA | 3103 Pleasant Valley Blvd Altoona, PA 16603 | $ | 2.9 | |||
DuQuoin, IL | 1453 South Washington DuQuoin, IL 62832 | 3.4 | ||||
Lawrenceburg, KY | 1381 By-Pass North Lawrenceburg, KY 40342 | 3.5 | ||||
Lincoln, RI | Three Carol Drive Lincoln, RI 02865 | 3.9 | ||||
Malvern, AR | P.O. Box 430 Malvern, AR 72104 | 4.7 | ||||
Marshall, TX | P.O. Box 430 U.S. Highway 80 Scottsville, TX ###-###-#### | 5.6 | ||||
Highland Heights, KY | 4 Tesseneer Drive Highland Heights, KY 41076 | 3.5 |
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Guarantor where Equipment is located
Location | Address | |
Highland Heights | 4 Tesseneer Drive Highland Heights, KY 41076 | |
Altoona, PA | 3101 Pleasant Valley Blvd Altoona, PA 16603 | |
Bonham, TX | 800 E. Second St. Bonham, TX 75418 | |
Chino, CA | 13965 Pipeline Ave. Chino, CA 91710 | |
Dayville, CT | 300 Lake Road Dayville, CT 06241 | |
DuQuoin, IL | 1453 South Washington DuQuoin, IL 62832 | |
Franklin, MA | 20 Forge Parkway Franklin, MA 02038 | |
Indianapolis, IN | 7950 Rockville Rd. Indianapolis, IN 46214 | |
Jackson, TN | 19 Bobrick Dr. Jackson, TN 38305 | |
Lawrenceburg, KY | 1381 By-Pass North Lawrenceburg, KY 40342 | |
Lebanon, IN | 311 South Enterprise Blvd. Lebanon, IN 46052 | |
Lincoln, RI | Three Carol Dr. Lincoln, RI 02865 | |
Malvern, AR | P.O. Box 430 Malvern, AR 72104 |
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Location | Address | |
Manchester, NH | 345 McGregor St. Manchester, NH 03102 | |
Marion, IN | P.O. Box 188 440 E. 8th St. Marion, IN 46953 | |
Marshall, TX | P.O. Box 430 U.S. Highway 80 Scottsville, TX ###-###-#### | |
Plano, TX | 900 Avenue F Plano, TX 75074 | |
South Hadley, MA | 75 Canal St. South Hadley, MA 01075 | |
Taunton, MA | 37 Cushman St. Taunton, MA 02780 | |
Willimantic, CT | 1600 West Main St. Willimantic, CT 06226 |
LaMalbaie, QC | 2600 Boul. De Comporte La Malbaie, QC G5A 1N4 | |
Moose Jaw, SK | 76 Lancaster Rd. Moose Jaw, SK S6J 1M3 | |
St. Jerome, QC | 1111 Boulevard International St. Jerome, QC J7Z 5V9 | |
Toronto, ON | 590 Barmac Dr. Weston, ON M9L 2X8 |
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Location | Interest Held | |
Altoona, PA 3101 Pleasant Valley Blvd. Altoona, PA 16603 | Fee | |
Auburn, WA Building 3 2540 B Street NW Auburn, WA 98001 | Leasehold | |
Bonham, TX 800 E. Second St. Bonham, TX 75418 | Fee | |
Chino, CA 13965 Pipeline Ave. Chino, CA 91710 | Leasehold | |
Cumming, GA South Forsyth Executive Office Park 600 Peachtree Parkway, Suite 111 Cumming, GA 30041 | Leasehold | |
Dayville, CT 300 Lake Road Dayville, CT 06241 | Leasehold | |
DuQuoin, IL 1453 South Washington DuQuoin, IL 62832 | Fee | |
Eagle Pass, TX 2317 El Indio Highway Eagle Pass, TX 78852 | Leasehold | |
Franklin, MA 20 Forge Parkway Franklin, MA 02038 | Leasehold |
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Location | Interest Held | |
Grapevine, TX 4051/4151 State Highway 121 North Grapevine, Texas 76051 | Leasehold | |
Highland Heights, KY 4 Tesseneer Drive Highland Heights, KY 41076 | Leasehold | |
Houston, TX 922 Holmes Road Houston, TX 77045 | Fee | |
Indianapolis, IN 7920 Rockville Road Indianapolis, IN 46214 | Leasehold | |
Indianapolis, IN 7950 Rockville Road Indianapolis, IN 46214 | License | |
Jackson, TN 19 Bobrick Drive Jackson, TN 38305 | Fee | |
Kingman, AZ 4900 E. Industrial Boulevard Kingman, AZ 86401 | Fee | |
Lawrenceburg, KY 1381 By-Pass North Lawrenceburg, KY 40342 | Fee | |
Lebanon, IN 311 South Enterprise Boulevard Lebanon, IN 46052 | Leasehold | |
Lincoln, RI Three Carol Drive Lincoln, RI 02865 | Fee | |
Malvern, AR Highway 270 West Jones Mill, AR 72105 | Fee |
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Location | Interest Held | |
Manchester, NH 345 McGregor St. Manchester, NH 03102 | Fee | |
Marion, IN 440 East 8th Street Marion, IN 46953 | Fee | |
Marshall, TX (Scottsville) 9975 US Highway 80 Scottsville, TX ###-###-#### | Fee | |
Monticello, IL 1086 S. Market Street Monticello, IL 61856 | Leasehold | |
Muncie, IN 2200 E. Jackson Street Muncie, IN 47303 | Fee | |
New Brunswick, NJ 499 Jersey Avenue New Brunswick, NJ 08901 | Fee | |
Plano, TX 900 Avenue F Plano, TX 75074 | Fee | |
South Hadley, MA 75 Canal Street South Hadley, MA 01075 | Fee |
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Location | Interest Held | |
Suffern, NY 4 Executive Boulevard, Suffern, NY 10901 | Leasehold | |
Taunton, MA 37 Cushman Street Taunton, MA 02780 | Leasehold | |
Watkinsville, GA 111 Barnett Shoals Road Watkinsville, GA 30677 | Fee | |
Willimantic, CT 1600 West Main St. Willimantic, CT 06226 | Fee |
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LaMalbaie, QC Canada 2600 Boul. De Comporte La Malbaie, QC G5A 1N4 Canada | Fee | |
Moose Jaw, SK Canada 76 Lancaster Road Moose Jaw, SK S6J 1M3 Canada | Fee | |
Montreal, QC Canada 3333 Cote-Vertu Boulevard Suite 715 St. Laurent, QC H4R 2N1 Canada | Leasehold | |
St. Jerome, QC Canada 1111 Boulevard International St. Jerome, QC J7Z 5V9 Canada | Fee | |
Toronto, ON Canada 590 Barmac Drive Weston, ON M9L 2X8 Canada | Leasehold |
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AMENDED AND RESTATED CREDIT AGREEMENT
A. | General Cable Industries, Inc., a Delaware corporation (Borrower) | |
B. | General Cable Corporation, a Delaware corporation (Holdings), | |
GK Technologies, Inc., a New Jersey corporation (Intermediate Holdings), Marathon Manufacturing Holdings, Inc., a Delaware corporation (Marathon Holdings), Diversified Contractors, Inc., a Delaware corporation (Diversified), MLTC Company, a Delaware corporation (MLTC), Marathon Steel Company, an Arizona corporation (Marathon), General Cable Company, a Nova Scotia corporation (General Cable Canada), General Cable Management, LLC, a Delaware limited liability company (Texas Holdings), General Cable Texas Operations L.P., a Delaware limited partnership (General Cable Texas), General Cable Industries, LLC, a Delaware limited liability company (GC LLC), General Cable Technologies Corporation, a Delaware corporation (General Cable Technologies), Genca Corporation, a Delaware corporation (Genca), General Cable Overseas Holdings, Inc., (Overseas), NextGen Fiber Optics LLC (NextGen) General Cable Mexico del Norte SA de CV, a Mexican corporation (del Norte), General Cable de Latinoamerica, SA de CV, a Mexican corporation, (Latinoamerica), General Cable Canada, Ltd., an Ontario corporation (GCC Ltd.) (the above, collectively, the Guarantors) | ||
C. | Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc. (Collateral Agent, or, in its individual capacity, Merrill) | |
D. | UBS AG, Stamford Branch (Administrative Agent, or, in its individual capacity, UBS) | |
E. | UBS Loan Finance LLC, as Swingline lender (Loan Finance) |
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11 | LOAN DOCUMENTS |
11.1 | Amendment No. 1 to Amended and Restated Credit Agreement | ||
11.2 | Annex I to Annexes to Amendment No. 1 Closing Checklist | ||
11.3 | Schedule 1.01(d) Appraised Net Orderly Liquidation Value of Eligible Equipmenta dn the Appraised Fair Market Value of Eligible Real Property | ||
11.4 | Schedule 1.01(e) Locations of Eligible Equipment | ||
11.5 | Schedule 3.05(b) Real Property |
12 | Amended AND RESTATED REVOLVING NOTES issued by Borrower in favor of: |
(a) | Allied Irish | ||
(b) | JP Morgan (f/k/a Bank One | ||
(c) | CIT Group | ||
(d) | Fleet Capital | ||
(e) | GE Capital | ||
(f) | GMAC Commercial | ||
(g) | ING Capital | ||
(h) | LaSalle Business Credit | ||
(i) | Merrill Lynch | ||
(j) | National City | ||
(k) | PNC Bank | ||
(l) | RZB Finance | ||
(m) | UBS Loan Finance | ||
(n) | UPS Capital | ||
(o) | Webster Business Credit | ||
(p) | Wells Fargo Foothill |
13 | LENDER ADDENDA from each of the following: |
(a) | Allied Irish | ||
(b) | JP Morgan (f/k/a Bank One | ||
(c) | CIT Group | ||
(d) | Fleet Capital | ||
(e) | GE Capital | ||
(f) | GMAC Commercial | ||
(g) | ING Capital | ||
(h) | LaSalle Business Credit | ||
(i) | Merrill Lynch | ||
(j) | National City | ||
(k) | PNC Bank | ||
(l) | RZB Finance | ||
(m) | UBS Loan Finance | ||
(n) | UPS Capital | ||
(o) | Webster Business Credit | ||
(p) | Wells Fargo Foothill |
14 | SECURITY DOCUMENTS |
14.1 | Master Reaffirmation of Security Documents | ||
14.2 | Acknowledgement and Confirmation of Guarantee and Security |
15 | REAL ESTATE DOCUMENTS | |
16 | CORPORATE AND ORGANIZATIONAL DOCUMENTS |
16.1 | General Cable Industries, Inc. |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.2 | Holdings |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.3 | Intermediate Holdings |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in New Jersey | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.4 | Marathon Holdings |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.5 | Diversified |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware |
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.6 | MLTC |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.7 | Marathon |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Arizona | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.8 | Texas Holdings |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Formation and Operating Agreement | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.9 | GCC LP |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Formation and Partnership Agreement | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.10 | GCC LLC |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Formation and Operating Agreement | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.11 | General Cable Technologies |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.12 | Genca |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.13 | NextGen |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Formation and Operating Agreement | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.14 | Overseas |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Long Form Good Standing from the Secretary of State in Delaware | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.15 | General Cable Company (Canada) |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation and By-laws | ||
(b) | Certificate of Status of General Cable Company from the province of Nova Scotia | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.16 | del Norte |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation (or Mexican equivalent thereof) and By-laws (or Mexican equivalent thereof) |
(b) | Certificate of Long Form Good Standing (or Mexican equivalent thereof) | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
16.17 | Latinoamerica |
(a) | Certification certifying as to the incumbency of authorized signatories and that there has been no change to the Certificate of Incorporation (or Mexican equivalent thereof) and By-laws (or Mexican equivalent thereof) | ||
(b) | Certificates of Foreign Qualification (or Mexican equivalent thereof) | ||
(c) | Certified copy of Resolutions authorizing the financing and related transactions |
17 | OPINIONS OF COUNSEL |
17.1 | Opinion of BR, counsel to Borrower | ||
17.2 | Opinion of OHH, Canadian counsel to Borrower | ||
17.3 | Opinion of Stewart McKelvey Stirling Scales, Nova Scotia counsel to Borrower | ||
17.4 | Emails confirmations from foreign counsels to Borrower and Guarantors: |
(a) | Barbados | ||
(b) | Dominican Republic | ||
(c) | England | ||
(d) | Jersey | ||
(e) | Madeira | ||
(f) | Mexico | ||
(g) | The Netherlands | ||
(h) | New Zealand | ||
(i) | Spain |
18 | MISCELLANEOUS CLOSING DOCUMENTS |
18.1 | Fee Letter | ||
18.2 | Post Closing Agreement |