exv10w1



 





Exhibit 10.1

EXECUTION COPY




FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 1, 2007
(this “Amendment”) relating to the Credit Agreement referenced below, is by and among
COLEMAN CABLE, INC., a Delaware corporation (the “Company”), the Subsidiaries of the
Company identified on the signature pages hereto as a Borrower (collectively referred to as the
“Subsidiary Borrowers” or individually referred to as a “Subsidiary Borrower”)
(hereinafter, the Company and the Subsidiary Borrowers collectively referred to as the
“Borrowers” or individually referred to as a “Borrower”), each of the financial
institutions identified as Lenders on the signature pages hereto (referred to individually as a
“Lender” and, collectively, as the “Lenders”), and WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative
Agent” or the “Agent”).



WITNESSETH




     WHEREAS, the Lenders have extended a revolving credit facility to the Borrowers pursuant to
the terms of that certain Amended and Restated Credit Agreement dated as of April 2, 2007 (as
amended, modified or otherwise supplemented from time to time, the “Credit Agreement”)
among the Borrowers, the Lenders and the Administrative Agent; and



     WHEREAS, the Administrative Agent, the Lenders and the other parties hereto have agreed to
amend the Credit Agreement, on the terms and conditions provided herein.



     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



PART 1

DEFINITIONS




     SUBPART 1.1 Certain Definitions. The following terms used in this Amendment,
including its preamble and recitals, have the following meanings:




     “Amended Credit Agreement” means the Credit Agreement, as amended hereby and as
further amended, supplemented or otherwise modified from time to time.




     “First Amendment Date” is defined in Subpart 3.1.



     SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment, including its preamble and recitals, have the
meanings provided in the Amended Credit Agreement.



 









 





PART 2

AMENDMENTS TO CREDIT AGREEMENT




     SUBPART 2.1 Amendments to Section 1.1.



     (a) The definition of “Permitted Investments” in Section 1.1 of the Credit Agreement is hereby
amended in the following respects:




	 	(i)	 	The “and” appearing at the end of clause (vii) is hereby deleted;
	 
	 	(ii)	 	Clause (viii) is hereby renumbered to read (x);
	 
	 	(iii)	 	The following new clauses are hereby added to read as follows:






     (viii) Investments by the Company and the Canadian Acquisition Subsidiary in
the Canadian Acquisition Subsidiary and Woods Canada in the form of equity
investments and/or intercompany loans in an aggregate amount of up to $25,000,000,
the proceeds of which may be used (A) by the Canadian Acquisition Subsidiary solely
for the purpose of purchasing the Capital Stock of Woods Canada in accordance with
the terms of the Woods Acquisition Documents and/or (B) for working capital and
other general corporate purposes of the Canadian Acquisition Subsidiary and Woods
Canada;




     (ix) the Woods Acquisition; provided, however, that (A) the
Administrative Agent shall have received a review of the financial condition of
Woods US and Woods Canada conducted by a firm of independent certified public
accountants of nationally recognized standing reasonably acceptable to the
Administrative Agent, (B) the Administrative Agent shall have completed a field
examination with respect to the working capital assets of Woods US to be included in
the Borrowing Base, (C) if, either immediately before or after the consummation of
the Woods Acquisition Excess Availability is less than $30,000,000, the Company
shall have delivered to the Administrative Agent a certificate demonstrating that,
upon giving effect to the Woods Acquisition on a pro forma basis, the Borrowers
shall be in compliance with all of the covenants set forth in Article VIII, (D) no
Default or Event of Default shall exist immediately prior to or immediately after
the consummation of the Woods Acquisition and (E) the Company shall have delivered
to the Administrative Agent copies of all Woods Acquisition Documents which
documents shall be reasonably satisfactory to the Agent; and



     (b) The following definitions are hereby added to Section 1.1 of the Credit Agreement in
appropriate alphabetical order:




     "Canadian Acquisition Subsidiary” shall mean a newly formed Canadian
corporation and a wholly-owned Subsidiary of the Company.




     "US Acquisition Subsidiary” shall mean a newly formed Domestic Subsidiary and
wholly-owned Subsidiary of the Company.




     "Woods Acquisition” shall mean the acquisition by the US Acquisition Subsidiary
of substantially all of the assets of Woods US and by the Canadian Acquisition Subsidiary of
the Capital Stock of Woods Canada pursuant to and in accordance with the Woods Acquisition
Documents.



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     "Woods Acquisition Documents” shall mean the Purchase Agreement, including the
exhibits and schedules thereto, and all material agreements, documents and instruments
executed and delivered pursuant thereto or in connection therewith.




     "Woods Canada” shall mean Woods Industries (Canada), Inc., an Ontario
corporation.




     "Woods Purchase Agreement” shall mean a Purchase Agreement to be entered into
by and among the Company, Woods US, Woods Canada and Katy Industries, Inc., a Delaware
corporation




     "Woods US” shall mean Woods Industries, Inc., a Delaware corporation.



     SUBPART 2.2 Amendment to Section 7.16. Section 7.16(a) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:




     (a) The Credit Parties will not form or acquire any Foreign Subsidiary other than the
Canadian Acquisition Subsidiary, formed for the purpose of acquiring and owning the Capital
Stock of Woods Canada, and Woods Canada.



     SUBPART 2.3 Amendment to Section 9.6. Section 9.6 of the Credit Agreement is hereby
amended by deleting clause (a) in its entirety and replacing it with the following:




     (a) to pay dividends or distributions (i) from any Subsidiary to any Credit Party or
(ii) from Woods Canada to the Canadian Acquisition Subsidiary, and



     SUBPART 2.4 Amendment to Section 9.10. Section 9.10 of the Credit Agreement is hereby
amended by deleting the word “and” before clause (d), relettering clause (d) to clause (e) and
inserting the following new clause (d) in appropriate order:




     (d) deposit accounts maintained by Woods Canada and/or the Canadian Acquisition
Subsidiary, so long as at any time the aggregate balance in all such accounts does not
exceed $5,000,000, and



PART 3

CONDITIONS TO EFFECTIVENESS




     SUBPART 3.1 First Amendment Date. This Amendment shall be and become effective as of
the date hereof (the “First Amendment Date”) when all of the conditions set forth in this
Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be
referred to, as the “First Amendment”.



     SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall
have received counterparts (or other evidence of execution, including telephonic message,
satisfactory to the
Administrative Agent) of this Amendment, which collectively shall have been duly executed on behalf
of each of the Borrowers and the Required Lenders.



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     SUBPART 3.3 Other. The Administrative Agent shall have received such other documents,
agreements or information which it may reasonably request.



PART 4

MISCELLANEOUS




     SUBPART 4.1 Representations and Warranties. Each of the Borrowers hereby represents
and warrants that (i) the representations and warranties contained in Article VI of the Amended
Credit Agreement are true and correct on and as of the date hereof as though made on and as of the
date hereof (except for those representations and warranties which by their terms relate solely to
an earlier date) and after giving effect to the amendments contained herein, (ii) no Default or
Event of Default exists under the Credit Agreement or the Amended Credit Agreement on and as of the
date hereof and after giving effect to the amendments contained herein, (iii) it has the corporate
power and authority to execute and deliver this Amendment and each of the documents executed and
delivered in connection herewith and to perform its obligations hereunder and has taken all
necessary corporate action to authorize the execution, delivery and performance by it of this
Amendment and each of the documents executed and delivered in connection herewith and (iv) it has
duly executed and delivered this Amendment and each of the documents executed and delivered in
connection herewith, and this Amendment and each of the documents executed and delivered in
connection herewith constitutes its legal, valid and binding obligation enforceable in accordance
with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of creditors generally or by
general principles of equity.



     SUBPART 4.2 Cross-References. References in this Amendment to any Part or Subpart
are, unless otherwise specified, to such Part or Subpart of this Amendment.



     SUBPART 4.3 Instrument Pursuant to Credit Agreement. This Amendment is a Credit
Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the terms and provisions of the
Amended Credit Agreement.



     SUBPART 4.4 References in Other Credit Documents. At such time as this Amendment
shall become effective pursuant to the terms of Subpart 3.1, all references in the Credit
Documents to the “Credit Agreement” shall be deemed to refer to the Amended Credit Agreement.



     SUBPART 4.5 Counterparts/Telecopy. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement. Delivery of executed counterparts of the
Amendment by telecopy or other electronic means shall be effective as an original and shall
constitute a representation that an original shall be delivered.



     SUBPART 4.6 Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW.



     SUBPART 4.7 Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.



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     SUBPART 4.8 Continuing Agreements. Except as specifically modified hereby, all of the
terms and provisions of the Credit Agreement and the other Credit Documents (and Exhibits and
Schedules thereto) shall remain in full force and effect, without modification or limitation, and
this Amendment shall not affect, modify or diminish the obligations of the Credit Parties which
have accrued prior to the effectiveness of the provisions hereof. This Amendment shall not operate
as a consent to any other action or inaction by any Credit Party, or as a waiver or amendment of
any right, power, or remedy of any Lender or the Administrative Agent under the Credit Documents
nor constitute a consent to any such action or inaction, or a waiver or amendment of any provision
contained in any Credit Document except as specifically provided herein.



     SUBPART 4.9 Payment of Fees and Expenses. Each of the Borrowers agrees, jointly and
severally, to pay all out-of-pocket costs and expenses of the Administrative Agent in connection
with the preparation, execution and delivery of this Amendment, including, without limitation, the
reasonable fees and expenses of Moore & Van Allen, PLLC.



     SUBPART 4.10 Approval by Lenders. Each Lender, by delivering its signature page to
this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, the
Amendment, the Amended Credit Agreement, each other Credit Document and each other document
required to be approved by any Agent, the Required Lenders or the Lenders, as applicable.



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     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered as of the date first above written.



	 	 	 	 	 
	BORROWERS:	COLEMAN CABLE, INC.,

a Delaware corporation

 	 
	 	By:  	/s/  Richard N. Burger	 
	 	 	Name:  	Richard N. Burger	 
	 	 	Title:  	Executive
Vice President/CFO	 
	 



	 	 	 	 	 
	 	OSWEGO WIRE INCORPORATED.,

a Texas corporation

 	 
	 	By:  	/s/  Richard N. Burger	 
	 	 	Name:  	Richard N. Burger	 
	 	 	Title:  	Executive
Vice President/CFO	 
	 



	 	 	 	 	 
	 	CCI ENTERPRISES, INC.,

a Delaware corporation

 	 
	 	By:  	/s/  Richard N. Burger	 
	 	 	Name:  	Richard N. Burger	 
	 	 	Title:  	Executive
Vice President/CFO	 
	 



	 	 	 	 	 
	 	COPPERFIELD, LLC,

a Minnesota limited liability company

 	 
	 	By:  	/s/  Richard N. Burger	 
	 	 	Name:  	Richard N. Burger	 
	 	 	Title:  	Executive
Vice President/CFO	 
	 



	 	 	 	 	 
	 	SPELL CAPITAL CORPORATION, a Minnesota corporation

 	 
	 	By:  	/s/  Richard N. Burger	 
	 	 	Name:  	Richard N. Burger	 
	 	 	Title:  	Executive
Vice President/CFO	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	AGENT AND LENDERS 	WACHOVIA BANK,

NATIONAL ASSOCIATION,

as Administrative Agent and as a Lender

 	 
	 	By:  	/s/  Maura Atwater	 
	 	 	Name:  	Maura Atwater	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BUSINESS CREDIT, INC.,

as Syndication Agent and as a Lender

 	 
	 	By:  	/s/  Glenn P. Bartley	 
	 	 	Name:  	Glenn P. Bartley	 
	 	 	Title:  	Director	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as Documentation Agent and as a Lender

 	 
	 	By:  	/s/  Sherry Winick	 
	 	 	Name:  	Sherry Winick	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ASSOCIATED BANK,

NATIONAL ASSOCIATION,

as Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Brett T. Rausch	 
	 	 	Name:  	Brett T. Rausch	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LASALLE BUSINESS CREDIT, LLC,

as a Lender

 	 
	 	By:  	/s/ Elizabeth J. Mitchell	 
	 	 	Name:  	Elizabeth J. Mitchell	 
	 	 	Title:  	Assistant Vice President	 



 









 






	 	 	 	 	 



EXECUTION COPY




	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, LLC

as Documentation Agent and as a Lender

 	 
	 	By:  	/s/ David P. Hill	 
	 	 	Name:  	David P. Hill	 
	 	 	Title:  	Vice President