Agreement and Waiver to Amended and Restated Credit Agreement among International Wire Group, Lenders, and Agents (November 9, 2001)

Summary

This agreement is a waiver to the Amended and Restated Credit Agreement between International Wire Group, Inc., its affiliates, and several banks including The Chase Manhattan Bank and Bankers Trust Company. The lenders temporarily waive certain defaults by the borrower until December 30, 2001, provided specific financial statements are delivered by November 15, 2001, and other conditions are met. The agreement also limits the borrower's access to revolving credit and requires payment of an amendment fee. All other terms of the original credit agreement remain in effect.

EX-10.26 3 d92225ex10-26.txt AGREEMENT & WAIVER TO AMENDED/RESTATED CREDIT AGMT EXHIBIT 10.26 AGREEMENT AND WAIVER TO THE AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT AND WAIVER, dated as of November 9, 2001 (the "Waiver"), to the Amended and Restated Credit Agreement, dated as of February 12, 1997 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), among INTERNATIONAL WIRE GROUP, INC., a Delaware corporation (the "Borrower"), INTERNATIONAL WIRE HOLDING COMPANY, a Delaware corporation ("Holdings"), CAMDEN WIRE CO., INC., a New York corporation ("Camden"), the several banks and other financial institutions from time to time parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders thereunder (in such capacity, the "Administrative Agent"), and BANKERS TRUST COMPANY, as documentation agent for the Lenders thereunder (in such capacity, the "Documentation Agent"). Terms defined in the Credit Agreement and used herein shall, unless otherwise indicated, have the meanings given to them in the Credit Agreement. WITNESSETH: WHEREAS, the Borrower, Holdings, the Lenders, the Administrative Agent and the Documentation Agent are parties to the Credit Agreement; WHEREAS, the Borrower has requested that the Lenders waive the Borrower's non-compliance with certain provisions of the Credit Agreement; and WHEREAS, the Required Lenders have consented to the requested waivers on and subject to the terms and conditions as set forth herein; NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Temporary Waivers of Events of Default. The Lenders hereby waive until December 30, 2001 the Borrower's non-compliance with the provisions of subsections 8.1(a), 8.1(b) and 8.1(c) of the Credit Agreement as at and for the period ending September 30, 2001. The parties hereto hereby agree that on December 31, 2001 such Events of Default shall be reinstated unless the Lenders agree after the date hereof to extend a further waiver of these Events of Default. 2. Early Termination of Waivers. The waivers provided for in paragraph 1 above shall terminate, and no longer have any force or effect, on November 15, 2001, unless on or prior to such date the Borrower delivers to the Administrative Agent and each Lender the financial statements as at and for the period ending September 30, 2001 required by subsection 7.1(b) of the Credit Agreement and a related certificate of a Responsible Officer of the Borrower pursuant to subsection 7.2(b) of the Credit Agreement which demonstrate, in detail, that Consolidated EBITDA for the four fiscal quarter period then ended was not less than $67,500,000. 3. Certain Covenants. The Borrower covenants and agrees that after the date hereof it will not be entitled to have outstanding at any time more than $40,000,000 of extensions of credit under the Revolving Credit Commitments (including Revolving Credit Loans, Swing Line Loans and Letters of Credit). The Borrower agrees to pay to the Administrative Agent, for the account of each Revolving Credit Lender, a commitment fee in accordance with subsection 2.4(a) of the Credit Agreement without regard to the limitation on extensions of credit under the Revolving Credit Commitments as set forth in the preceding sentence. 4. Conditions to Effectiveness of this Waiver. This Waiver shall become effective on and as of the date of the satisfaction of the following conditions precedent: (a) Waiver. The Administrative Agent shall have received this Waiver, executed and delivered by a duly authorized officer of each of the Borrower, Holdings and Camden and by the Revolving Credit Lenders. (b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the transactions contemplated herein. (c) Representations and Warranties. After giving effect to this Waiver, each of the representations and warranties made by the Credit Parties and their Subsidiaries in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof, except for any representation and warranty which is expressly made as of an earlier date, which representation and warranty shall have been true and correct in all material respects as of such earlier date. (d) Amendment Fee. The Borrower shall have paid to the Administrative Agent, on behalf of each Lender which shall have executed this Waiver prior to 5:00 p.m. (New York City time) on Wednesday, November 9, 2001, an amendment fee in an amount equal to 0.05% of the sum of each such Lender's Revolving Credit Commitments and Term Loans then outstanding. 5. Miscellaneous. (a) Effect. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force in effect. (b) Counterparts. This Waiver may be executed by one or more of the parties to this Waiver on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Waiver signed by all the parties shall be lodged with the Borrower and the Administrative Agent. (c) Severability. Any provision of this Waiver which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. (d) Integration. This Waiver and the other Loan Documents represent the agreement of the Credit Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. This Waiver shall constitute a Loan Document. (e) GOVERNING LAW. THIS WAIVER AND ANY NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER AND ANY NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. INTERNATIONAL WIRE GROUP, INC., as Borrower By: /s/ DAVID M. SINDELAR ----------------------------------------- Name: David M. Sindelar Title: INTERNATIONAL WIRE HOLDING COMPANY, as Guarantor By: /s/ DAVID M. SINDELAR ----------------------------------------- Name: David M. Sindelar Title: CAMDEN WIRE CO., INC. By: /s/ DAVID M. SINDELAR ----------------------------------------- Name: David M. Sindelar Title: THE CHASE MANHATTAN BANK,as Administrative Agent and as a Lender, as Swing Line Lender and as Issuing Lender By: /s/ PETER S. PREDUN ----------------------------------------- Name: Peter S. Predum Title: Vice President BANKERS TRUST COMPANY, as Documentation Agent and as a Lender By: /s/ GREGORY SHEFRIN ----------------------------------------- Name: Gregory Shefrin Title: Director BANK OF NEW YORK By: /s/ MARK O. WRIGLEY ----------------------------------------- Name: Mark O. Wrigley Title: Assistant Vice President BANK OF SCOTLAND By: /s/ JOSEPH FRATUS ----------------------------------------- Name: Joseph Fratus Title: Vice President BANK OF TOKYO-MITSUBISHI TRUST CO. By: /s/ ANNA M. BEZDENEZHNKH GUILLER ----------------------------------------- Name: Anna M. Bezdenezhnkh Guiller Title: Assistant Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ GREGORY HONG ----------------------------------------- Name: Gregory Hong Title: IMPERIAL BANK By: /s/ NERAN SHAYA ----------------------------------------- Name: Neran Shaya Title: Vice President MITSUBISHI TRUST & BANKING CORP. By: /s/ MAKOTO VENO ----------------------------------------- Name: Makoto Veno Title: Joint General Manager NATEXIS BANQUE POPULAIRES By: /s/ FRANK H. MADDEN, JR. ----------------------------------------- Name: Frank H. Madden, Jr. Title: Vice President & Group Manager PARIBAS CAPITAL FUNDING LLC By: /s/ HARRIS FROMMER ----------------------------------------- Name: Harris Frommer Title: Assistant Vice President