Exhibit






 


Exhibit 10.6.9




AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER NO. 2




AMENDMENT NO. 6 AND LIMITED WAIVER NO. 2 TO THE AMENDED  AND RESTATED CREDIT AGREEMENT, dated as of February 9, 2016 (this “Amendment”) among GENERAL CABLE INDUSTRIES, INC., a Delaware corporation (the “U.S. Borrower”), GENERAL CABLE COMPANY LTD., a company organized under the laws of Nova Scotia (the “Canadian Borrower”), SILEC CABLE SAS, a French société par actions simplifiée (the “French Borrower”), NORDDEUTSCHE SEEKABELWERKE GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) existing under the laws of Germany (the “German Borrower”), GRUPO GENERAL CABLE SISTEMAS, S.L., a public limited liability company (formerly Grupo General Cable Sistemas, S.A., in process of conversion) organized under the laws of Spain (the “Spanish Borrower”), GENERAL CABLE CORPORATION, a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.  Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement referred to below.


WITNESSETH
WHEREAS, the Borrowers, the Lenders, the Administrative Agent and certain other Persons are parties to that certain Amended and Restated Credit Agreement, dated as of September 6, 2013 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 23, 2013 and that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of May 20, 2014, that certain Amendment No. 3 to Amended and Restated Credit Agreement and Limited Waiver No. 1, dated as of September 23, 2014, that certain Amendment No. 4 to Amended and Restated Credit Agreement, dated as of October 28, 2014, and that certain Amendment No. 5 to Amended and Restated Credit Agreement, dated as of March 9, 2015, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and
WHEREAS, Holdings has disclosed in its Form 10-Q for the quarter ended October 2, 2015, that it has been reviewing, with the assistance of external counsel, its use and payment of agents in connection with its Thailand and India operations and certain transactions in its Egypt and China businesses, which may have implications under the Foreign Corrupt Practices Act and under the laws of other jurisdictions;
WHEREAS, the Borrowers have requested that (a) the Administrative Agent and the Lenders agree to amend the Credit Agreement to provide for certain amendments and (b) the Required Lenders waive certain Defaults or Events of Default that may currently exist under clauses (c), (d) and (e) of Article VII of the Credit Agreement to the extent, and solely to the extent, such Defaults or Events of Default are due to (I) the representation and warranty in Section 3.23(a) of the Credit Agreement proving to have been materially incorrect as of any date such representation and warranty was made or deemed made solely as a result of the Disclosed Other FCPA Matters (as defined in Section 1 below), or (II) the failure of the Borrowers to observe or comply with the covenants in Section 6.14(c) of the Credit Agreement solely to the extent such failure is the direct result of the Disclosed Other FCPA Matters (the Defaults and Events of Default described in clauses (I) and (II), to the extent existing on or prior to, but not after, the date hereof, “Specified Defaults”);
NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and without waiving 

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(except to the extent set forth herein) any existing or future rights or remedies which the Administrative Agent, the European Administrative Agent and the Lenders may have against the Borrowers or the other Loan Parties, the Administrative Agent and the Lenders party hereto are willing to agree to so amend and waive certain provisions of the Credit Agreement on the terms and subject to the conditions expressly set forth herein.
1.Amendments to the Credit Agreement.  Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Borrowers, the Lenders party hereto and the Administrative Agent each agree that:


(a)Section 1.01 of the Credit Agreement shall be and hereby is amended as of the date hereof by inserting the following definitions in proper alphabetical order:


““Disclosed Other FCPA Matters” means the actions, proceedings and other matters relating to payments and gifts made, offered, contemplated or promised by certain employees in one or more of Thailand, India, China and Egypt, directly and indirectly, and at various times, to employees of public utility companies and/or officials of state owned entities occurring prior to the Sixth Amendment Effective Date, as more fully disclosed in Part II of Schedule 3.23(a).”


““Sixth Amendment Effective Date” means February 9, 2016.”


(b)The definition of “Disclosed Angolan FCPA Matters” is hereby amended as of the date hereof by inserting the words “Part I of” before the words “Schedule 3.23(a)” appearing therein.


(c)Section 3.23(a) of the Credit Agreement shall be and hereby is amended and restated in its entirety as follows:


“(a)    Each Loan Party and its Affiliates have instituted and maintained policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws and their respective directors and officers, and, to the best of its knowledge, except with respect to the Disclosed Angolan FCPA Matters and the Disclosed Other FCPA Matters, its employees and agents have conducted their business in compliance with such laws.”


(d)Schedule 3.23(a) is hereby amended by and restated in its entirety as set forth on Exhibit A hereto.


2.Waiver.  Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Lenders party hereto hereby waive any Specified Default and any right, power or remedy under the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement to the extent such right, power or remedy is based solely and directly upon the occurrence of a Specified Default.


3.Conditions to Effectiveness.  The amendment to the Credit Agreement set forth in Section 1 and the waiver set forth in Section 2 shall become effective as of the date hereof upon:



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(a)the Administrative Agent’s receipt of counterparts of this Amendment executed by each Borrower, each other Loan Party, the Administrative Agent, and the Required Lenders;


(b)the Borrowers shall have delivered all customary agreements, certificates and other customary documents reasonably requested by the Administrative Agent in connection with this Amendment and the matters contemplated hereby; 


(c)the Administrative Agent shall have received a certificate signed by a duly authorized officer of each Borrower to the effect that, before and after giving effect to this Amendment on the date hereof: (i) the representations and warranties contained in Article III of the Credit Agreement and each of the other Loan Documents are true and correct in all material respects on and as of the date of such certificate as though made on and as of each such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date), and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects (in each case excluding any inaccuracy constituting, or resulting directly from, a Specified Default); and (ii) no Default or Event of Default has occurred and is continuing or would result after giving effect to this Amendment; and


(d)the Borrowers shall have paid to each Agent such fees or other amounts as may be then payable pursuant to any Loan Document.


4.Representations and Warranties of the Borrowers.  Each Borrower represents and warrants to each Lender and the Administrative Agent as of the date hereof:


(a)Each Borrower has the legal power and authority to execute and deliver this Amendment and the officers of each Borrower executing this Amendment have been duly authorized to execute and deliver the same and bind such Borrower with respect to the provisions hereof.


(b)This Amendment has been duly executed and delivered by each Loan Party that is a party hereto.


(c)This Amendment and the Credit Agreement as modified hereby (the “Amended Agreement”) each constitutes the legal, valid and binding obligations of each Borrower and each other Loan Party, enforceable against it in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, examinership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law).


(d)The execution and delivery by each Loan Party of this Amendment, the performance by each Loan Party of its obligations under the Amended Agreement and under the other Loan Documents to which they are parties and the consummation of the transactions contemplated by the Amended Agreement and the other Loan Documents: (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (ii) will not violate any material Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its Subsidiaries, or give rise to a right thereunder to require any 

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payment to be made by any Loan Party or any of its Subsidiaries, (iv) will not contravene the terms of any certificates of incorporation, by-laws or other organizational or governing documents of any Loan Party, and (v) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents and Permitted Liens.


(e)Each Borrower and each other Loan Party hereby reaffirms all covenants, representations and warranties made by it in the Credit Agreement and the other Loan Documents and agrees and confirms that, after giving effect to this Amendment, all such representations and warranties are true and correct in all material respects as of the date of this Amendment (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date), and that any representation or warranty which is subject to any materiality qualifier is true and correct in all respects.


(f)Each Borrower has caused to be conducted a thorough review of the terms of this Amendment, the Credit Agreement and the other Loan Documents and each Borrower’s and its Subsidiaries’ operations since the Effective Date and, as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


5.Reference to and Effect on the Credit Agreement.


(a)On and after the effective date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement as modified by Section 1 above.


(b)Except as specifically waived or modified above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.


(c)The execution, delivery and effectiveness of this Amendment shall not, unless and except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent, the European Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.  For the avoidance of doubt, nothing herein shall operate as a waiver of any Default or Event of Default arising after the date hereof.


6.Costs and Expenses.  Each Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein and in the Credit Agreement as amended hereby, and in connection with the preparation, arrangement, execution and enforcement of this Amendment and all other instruments, agreements and other documents executed in connection herewith. 


7.Governing Law.    ANY DISPUTE BETWEEN ANY LOAN PARTY AND ANY OTHER PARTY HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, 

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shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks.


8.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 purpose.


9.Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.  A facsimile signature page hereto sent to the Administrative Agent or the Administrative Agent’s counsel shall be effective as a counterpart signature provided each party executing such a facsimile counterpart agrees, if requested, to deliver originals thereof to the Administrative Agent.


10.No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment, the Credit Agreement and the other Loan Documents.  In the event an ambiguity or question of intent or interpretation arises, this Amendment, the Credit Agreement and the other Loan Documents shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment, the Credit Agreement or any of the other Loan Documents.


11.Amendment Constitutes Loan Document.  This Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement and the other Loan Documents.


12.Reaffirmation of Liens and Guaranties.


(a)Acknowledgment.  Each Loan Guarantor hereby (i) acknowledges receipt of a copy this Amendment and (ii) consents to the amendment of the Credit Agreement effected hereby.  Each Loan Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Amendment.  


(b)Reaffirmation of Liens.  Each of the Loan Parties hereby ratifies, confirms and reaffirms the grant by it of the Liens and security interests in Collateral in which it has rights pursuant to the terms of, and its obligations and agreements under, the Collateral Documents, confirms that this Amendment does not constitute a novation, payment and reborrowing or termination of the Secured Obligations under the Credit Agreement and the other Loan Documents as in effect prior to the date hereof and confirms that all such Collateral will continue to secure the payment and performance of all Secured Obligations purported to be secured thereby (including any amount payable under the Credit Agreement as amended by this Amendment).  


(c)Reaffirmation of Guaranties.  Without limiting or qualifying the foregoing, each of the Loan Guarantors hereby ratifies, confirms and reaffirms its obligations and agreements under Article X of the Credit Agreement and each other Loan Guaranty.


[The remainder of this page is intentionally blank]





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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
        	
			
	GENERAL CABLE INDUSTRIES, INC., 
as the U.S. Borrower

	 
	 
	 

	By
	/s/ Brian J. Robinson

	 
	Name:
	Brian J. Robinson

	 
	Title:
	Executive Vice President

	 
	 
	 

	GENERAL CABLE COMPANY LTD., 
as the Canadian Borrower

	 
	 
	 

	By
	/s/ Brian J. Robinson

	 
	Name:
	Brian J. Robinson

	 
	Title:
	Executive Vice President







[signature page to Amendment No. 6]








 


	
			
	SILEC CABLE SAS, as the French Borrower

	 
	 
	 

	By
	/s/ Robert Kenny

	 
	Name:
	Robert Kenny

	 
	Title:
	President

	 
	 
	 

	GRUPO GENERAL CABLE SISTEMAS, S.L., as a Spanish Borrower

	 
	 
	 

	By
	/s/ Robert Kenny

	 
	Name:
	Robert Kenny

	 
	Title:
	Chief Executive Officer

	 
	 
	 

	By
	/s/ Bradley Fry

	 
	Name:
	Bradley Fry

	 
	Title:
	Chief Financial Officer

	 
	 
	 

	NORDDEUTSCHE SEEKABELWERKE GMBH, as the German Borrower

	 
	 
	 

	By
	/s/ Dr. Gunther Schoffner

	 
	Name:
	Dr. Gunther Schoffner

	 
	Title:
	Chief Executive Officer





[signature page to Amendment No. 6]








 


	
			
	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent

	 
	 
	 

	By
	/s/ Mac A. Banas

	 
	Name:
	Mac A. Banas

	 
	Title:
	Authorized Officer

	 
	 
	 

	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH

	 
	 
	 

	By
	/s/ Auggie Marchetti

	 
	Name:
	Auggie Marchetti

	 
	Title:
	Authorized Officer

	 
	 
	 

	J.P. Morgan Europe Limited, As European Administrative Agent

	 
	 
	 

	By
	/s/ Tim Jacob

	 
	Name:
	Tim Jacob

	 
	Title:
	Senior Vice President

	 
	 
	 

	J.P. Morgan Securities Plc, as Tranche C Lender and Swingline Lender

	 
	 
	 

	By
	/s/ Tim Jacob

	 
	Name:
	Tim Jacob

	 
	Title:
	Senior Vice President





[signature page to Amendment No. 6]








 


	
			
	BANK OF AMERICA, N.A.

	 
	 
	 

	By
	/s/ Monirah J. Masud

	 
	Name:
	Monirah J. Masud

	 
	Title:
	Senior Vice President

	 
	 
	 

	BANK OF AMERICA, N.A. (acting through its Canada Branch)

	 
	 
	 

	By
	/s/ Sylwia Durkiewicz

	 
	Name:
	Sylwia Durkiewicz

	 
	Title:
	Vice President

	 
	 
	 

	BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED

	 
	 
	 

	By
	/s/ Paula Langridge

	 
	Name:
	Paula Langridge

	 
	Title:
	Senior Vice President

	 
	 
	 

	CREDIT AGRICOLE CORPORATE AND 
INVESTMENT BANK

	 
	 
	 

	By
	/s/ Kaye Ea

	 
	Name:
	Kaye Ea

	 
	Title:
	Managing Director

	 
	 
	 

	By
	/s/ Gordon Yip

	 
	Name:
	Gordon Yip

	 
	Title:
	Director

	 
	 
	 

	KEYBANK NATIONAL ASSOCIATION, a national banking association

	 
	 
	 

	By
	/s/ Robert T. Brown

	 
	Name:
	Robert T. Brown

	 
	Title:
	Vice President





[signature page to Amendment No. 6]








 


	
			
	DEUTSCHE BANK AG, NEW YORK BRANCH

	 
	 
	 

	By
	/s/ Peter Cucchiara

	 
	Name:
	Peter Cucchiara

	 
	Title:
	Vice President

	 
	 
	 

	By
	/s/ Michael Winters

	 
	Name:
	Michael Winters

	 
	Title:
	Vice President

	 
	 
	 

	DEUTSCHE BANK AG, LONDON BRANCH

	 
	 
	 

	By
	/s/ Anca Trifan

	 
	Name:
	Anca Trifan

	 
	Title:
	Managing Director

	 
	 
	 

	By
	/s/ Dusan Lazarov

	 
	Name:
	Dusan Lazarov

	 
	Title:
	Director

	 
	 
	 

	PNC BANK, NATIONAL ASSOCIATION

	 
	 
	 

	By
	/s/ Jeffrey P. Fisher

	 
	Name:
	Jeffrey P. Fisher

	 
	Title:
	Vice President

	 
	 
	 

	PNC BANK CANADA BRANCH

	 
	 
	 

	By
	/s/ Caroline Stade

	 
	Name:
	Caroline Stade

	 
	Title:
	Senior Vice President

	 
	 
	PNC Bank Canada Branch











[signature page to Amendment No. 6]








 


	
			
	CITIZENS BUSINESS CAPITAL, f/k/a RBS CITIZENS BUSINESS CAPITAL, a Division of CITIZENS ASSET FINANCE, INC., f/k/a RBS ASSET FINANCE, INC.

	 
	 
	 

	By
	/s/ David Slattery

	 
	Name:
	David Slattery

	 
	Title:
	Vice President

	 
	 
	 

	STANDARD CHARTERED BANK

	 
	 
	 

	By
	/s/ Connie Au

	 
	Name:
	Connie Au

	 
	Title:
	Associate Director

	 
	 
	 

	HSBC Bank USA, NA, as a lender

	 
	 
	 

	By
	/s/ Joseph D. Donovan

	 
	Name:
	Joseph D. Donovan

	 
	Title:
	Vice President

	 
	 
	 

	BRANCH BANKING & TRUST COMPANY

	 
	 
	 

	By
	/s/ Rebecca S. West

	 
	Name:
	Rebecca S. West

	 
	Title:
	Senior Vice President

	 
	 
	 

	THE HUNINGTON NATIONAL BANK

	 
	 
	 

	By
	/s/ Tracy Salyers

	 
	Name:
	Tracy Salyers

	 
	Title:
	Vice President

	 
	 
	 

	COMPASS BANK

	 
	 
	 

	By
	/s/ Michael Sheff

	 
	Name:
	Michael Sheff

	 
	Title:
	Sr. Vice President







[signature page to Amendment No. 6]








 


	
			
	Bank of Montreal Chicago Branch

	 
	 
	 

	By
	/s/ Kara Goodwin

	 
	Name:
	Kara Goodwin

	 
	Title:
	Managing Director

	 
	 
	 

	Bank of Montreal

	 
	 
	 

	By
	/s/ Helen Alvarez

	 
	Name:
	Helen Alvarez

	 
	Title:
	Director

	 
	 
	 

	SunTrust Banks, Inc.

	 
	 
	 

	By
	/s/ Brian R. O'Fallon

	 
	Name:
	Brian R. O'Fallon

	 
	Title:
	Director

	 
	 
	 

	U.S. BANK NATIONAL ASSOCIATION

	 
	 
	 

	By
	/s/ Matthew Kasper

	 
	Name:
	Matthew Kasper

	 
	Title:
	Vice President

	 
	 
	 

	U.S. BANK NATIONAL ASSOCIATION, ACTING THROUGH ITS CANADA BRANCH AS LENDER

	 
	 
	 

	By
	/s/ John P. Rehob

	 
	Name:
	John P. Rehob

	 
	Title:
	Vice President & Principal

	 
	 
	Officer

	 
	 
	 

	Capital One, National Association (f/k/a, Capital One Business Credit Corp.), as Lender

	 
	 
	 

	By
	/s/ Jose L. Gutierrez

	 
	Name:
	Jose L. Gutierrez

	 
	Title:
	Vice President







[signature page to Amendment No. 6]








 


	
			
	GOLDMAN SACHS INTERNATIONAL BANK

	 
	 
	 

	By
	/s/ George Kevin

	 
	Name:
	George Kevin

	 
	Title:
	Authorised Signatory

	 
	 
	 

	GOLDMAN SACHS BANK USA 

	 
	 
	 

	By
	/s/ Jerry Li

	 
	Name:
	Jerry Li

	 
	Title:
	Authorized Signatory

	 
	 
	 

	GOLDMAN SACHS LENDING PARTNERS LLC

	 
	 
	 

	By
	/s/ Jerry Li

	 
	Name:
	Jerry Li

	 
	Title:
	Authorized Signatory

	 
	 
	 

	BARCLAYS BANK PLC

	 
	 
	 

	By
	/s/ Marguerite Sutton

	 
	Name:
	Marguerite Sutton

	 
	Title:
	Vice President

	 
	 
	 

	AMALGAMATED BANK

	 
	 
	 

	By
	/s/ Lance Zaremba

	 
	Name:
	Lance Zaremba

	 
	Title:
	Vice President







[signature page to Amendment No. 6]








 


	
			
	FirstMerit Bank, N.A.

	 
	 
	 

	By
	/s/ Julie Kline

	 
	Name:
	Julie Kline

	 
	Title:
	Vice President

	 
	 
	 

	Morgan Stanley Bank NA

	 
	 
	 

	By
	/s/ Jason Lipschitz

	 
	Name:
	Jason Lipschitz

	 
	Title:
	Authorized Signatory







[signature page to Amendment No. 6]








 


EXHIBIT A


Schedule 3.23(a)


PART I


Disclosed Angolan FCPA Matters


We have been reviewing, with the assistance of external counsel, certain commission payments involving sales to customers of our subsidiary in Angola. The review has focused upon payment practices with respect to employees of public utility companies, use of agents in connection with such payment practices, and the manner in which the payments were reflected on our books and records. We have determined at this time that certain employees in our Portugal and Angola subsidiaries directly and indirectly made payments at various times from 2002 through 2013 to officials of Angola government-owned public utilities that raise concerns under the Foreign Corrupt Practices Act (“FCPA”) and possibly under the laws of other jurisdictions. We have voluntarily disclosed these matters to the United States Securities and Exchange Commission (“SEC”) and the United States Department of Justice (“DOJ”) and have provided them with additional information at their request. The SEC and DOJ inquiries into these matters are ongoing. We continue to cooperate with the DOJ and the SEC with respect to these matters. 




PART II


Disclosed Other FCPA Matters


We have been reviewing, with the assistance of external counsel, our use and payment of agents in connection with, and certain other transactions involving, our operations in Thailand, India, China and Egypt (the “Subject Countries”).  Our review has focused upon payments and gifts made, offered, contemplated or promised by certain employees in one or more of the Subject Countries, directly and indirectly, and at various times, to employees of public utility companies and/or other officials of state owned entities that raise concerns under the Foreign Corrupt Practices Act (“FCPA”) and possibly under the laws of other jurisdictions.  We have substantially concluded our internal review in the Subject Countries.  We have voluntarily disclosed these matters to the United States Securities and Exchange Commission (“SEC”) and the United States Department of Justice (“DOJ”) and have provided them with additional information at their request, including information in response to an SEC Subpoena covering the Subject Countries. The SEC and DOJ inquiries into these matters are ongoing. We continue to cooperate with the DOJ and the SEC with respect to these matters. 

1044497.02C-CHISR02A - MSW