exv10w8



 





Exhibit 10.8




EXECUTION COPY




ENCORE WIRE CORPORATION

ENCORE WIRE LIMITED




WAIVER

TO MASTER NOTE PURCHASE AGREEMENT




$45,000,000

5.27% Senior Notes, Series 2004-A

Due August 27, 2011




Dated as of June 29, 2007




To the Holders of the Senior Notes

     Named in the Attached Schedule I




Ladies and Gentlemen:




     Reference is made to the Note Purchase Agreement dated as of August 1, 2004 (the “Note
Agreement”) among Encore Wire Limited, a Texas limited partnership (the “Company”), Encore Wire
Corporation, a Delaware corporation (the “Parent”), and each of the Purchasers named in Schedule A
thereto pursuant to which the Company issued $45,000,000 aggregate principal amount of its 5.27%
Senior Notes, Series 2004-A, due August 27, 2011 (the “Notes”). You are referred to herein
individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the Note Agreement.



     The Company and the Parent have requested waivers of Sections 9.5 and 10.5 of the Note
Agreement in connection with the merger of the Company into EWC GP Corp., a Delaware corporation
and a Restricted Subsidiary (“GP Corp.”), and the subsequent merger of GP Corp. into the Parent
(surviving entity). In connection with this transaction EWC LP Corp., a Delaware corporation and a
Restricted Subsidiary, is also merging into GP Corp. prior to the merger of GP Corp. into the
Parent. The Company and the Parent have made a similar request of the banks in respect of the
Credit Agreement. The Holders are willing to grant the waiver under such section of the Note
Agreement on the terms and conditions set forth herein.



     In consideration of the premises and for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Parent, the Company and the Holders agree as follows:



 









 





1. WAIVER




     The Holders hereby waive any Default or Event of Default under Sections 9.5 and 10.5 of the
Note Agreement resulting from the merger of the Company into GP Corp. and the subsequent merger of
GP Corp. into the Parent (surviving entity). This waiver is limited to its terms, is conditioned
upon an identical waiver by the banks under the Credit Agreement, and shall not constitute a waiver
of any other term, condition, representation or covenant under the Note Agreement or any of the
other agreements, documents or instruments executed and delivered in connection therewith.



2. ISSUANCE OF NEW NOTES




     The Holders shall receive new Notes executed and delivered by the Parent, as successor in
interest to the Company, after surrender by the Holders of their respective Notes that are
currently issued in the name of the Company.



3. REAFFIRMATION; REPRESENTATIONS AND WARRANTIES




     3.1. Reaffirmation of Note Agreement. The Parent reaffirms its agreement to comply
with each of the covenants, agreements and other provisions of the Note Agreement and the Notes,
including the waivers of Sections 9.5 and 10.5 effected by this Waiver.



     3.2. Note Agreement. The Parent and the Company represent and warrant that the
representations and warranties contained in the Note Agreement are true and correct as of the date
hereof, except (a) to the extent that any of such representations and warranties specifically
relate to an earlier date, (b) for such other matters as have been previously disclosed in writing
by the Parent and the Company (including in financial statements and notes thereto) to the Holders
and (c) for other changes that, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.



     3.3. No Default or Event of Default. After giving effect to the transactions
contemplated hereby, there will exist no Default or Event of Default.



     3.4. Authorization.




     3.4.1. Parent. The execution, delivery and performance by the Parent and the
Company of this Waiver have been duly authorized by all necessary corporate action and,
except as provided herein, do 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 Note Agreement and this Waiver each constitute the legal,
valid and binding obligations of the Parent and the Company, enforceable in accordance with
their respective terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally and (ii) general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law).



2









 






     3.4.2. Subsidiary Guarantor. The execution, delivery and performance by the
Subsidiary Guarantor of the Reaffirmation of Subsidiary Guaranty have been duly authorized
by all necessary corporate action and, except as provided herein, do 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 Subsidiary Guaranty
constitutes the legal, valid and binding obligations of such Subsidiary Guarantor,
enforceable in accordance with their respective terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally
and (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).



4. EFFECTIVE DATE




     This Waiver shall become effective as of June 29, 2007 upon the satisfaction of the following
conditions:



     4.1. Consent of Holders to Waiver. Execution by the Required Holders and receipt by
the Holders of a counterpart of this Waiver duly executed by the Parent and the Company.



     4.2. Reaffirmation of Subsidiary Guaranty. The Subsidiary Guarantor shall have
executed and delivered to the Holders a Reaffirmation of Subsidiary Guaranty in the form of Exhibit
A hereto.



     4.3. Amendment to Credit Agreement. The Holders shall have received a copy of an
executed Third Amendment to Credit Agreement dated as of June 29, 2007, in form and substance
satisfactory to the Holders.



     4.4. Legal Opinion. No later than July 10, 2007, the Holders shall have received an
opinion of the Parent’s counsel, in form and substance satisfactory to the Holders and its counsel.
Failure of the Holders to receive such an opinion by such date shall be an Event of Default under
the Note Agreement.



     4.5. Fees of Special Counsel. The Parent shall have paid all fees and expenses of
special counsel to the Holders.



5. MISCELLANEOUS




     5.1. Ratification. Except as modified hereby, the Note Agreement, including the
representations and warranties contained therein, shall remain in full force and effect and is
ratified, approved and confirmed in all respects as of the date hereof.



     5.2. Binding Effect. This Waiver shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto.



     5.3. Governing Law. This Waiver shall be governed by and construed in accordance with
Illinois law.




3










 





     5.4. Counterparts. This Waiver may be executed in any number of counterparts,
each executed counterpart constituting an original, but altogether only one instrument.




4









 








     IN WITNESS WHEREOF, the Parent, the Company and the Holders have caused this Waiver to be
executed and delivered by their respective officer or officers thereunto duly authorized.



	 	 	 	 	 
	 	ENCORE WIRE CORPORATION

 	 
	 	By:  	/s/ Daniel L. Jones
 	 
	 	 	Name:  	Daniel L. Jones 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	ENCORE WIRE LIMITED

By its General Partner, EWC GP CORP.

 	 
	 	By:  	


/s/ Frank J. Bilban
 	 
	 	 	Name:  	Frank J. Bilban                                               	 
	 	 	Title:  	Vice President— Finance, Treasurer and
Secretary 	 
	 




S-1









 





The foregoing is agreed

to as of the date thereof.




	 	 	 
	HARTFORD LIFE INSURANCE COMPANY
	By:

	 	Hartford Investment Management

Company (successor by merger of

Hartford Investment Services, Inc.)
	Its Agent and Attorney-in-Fact






	 	 	 	 	 
	By:  	/s/ Daniel C. Leinlbach
 	 	 
	 	Name:  	Daniel C. Leinlbach 	 	 
	 	Title:  	Senior Vice President 	 	 



S-2









 







	 	 	 	 	 
	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

 	 
	By:  	/s/ Tad Anderson
 	 	 
	 	Name:  	Tad Anderson 	 	 
	 	Title:  	Ass’t. Vice President, Investments 	 	 
	 
	By:  	/s/ Eve Hampton
 	 	 
	 	Name:  	Eve Hampton 	 	 
	 	Title:  	Vice President, Investments 	 	 
	 
	LONDON LIFE INSURANCE COMPANY

 	 
	By:  	/s/ B.R. Allison
 	 	 
	 	Name:  	B.R. Allison 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 
	By:  	/s/ D.B.E. Ayers
 	 	 
	 	Name:  	D.B.E. Ayers 	 	 
	 	Title:  	Authorized Signatory 	 	 



	 	 	 
	LONDON LIFE AND
GENERAL REINSURANCE 
COMPANY LIMITED
	By:

	 	Orchard Capital Management, LLC as

Investment Advisor






	 	 	 	 	 
	By:  	/s/ Eve Hampton
 	 	 
	 	Name:  	Eve Hampton 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 
	By:  	/s/ Cathe Tocher
 	 	 
	 	Name:  	Cathe Tocher 	 	 
	 	Title:  	Authorized Signatory 	 	 



S-3









 







SCHEDULE I




	 	 	 	 	 
	 	 	Principal Amount
	Holder	 	of Senior Notes
	Hartford Life Insurance Company
	 	$	25,000,000	 
	Great-West Life & Annuity Insurance Company
	 	 	10,000,000	 
	London Life Insurance Company
	 	 	7,000,000	 
	London Life and General Reinsurance Company Limited
	 	 	3,000,000	 






Schedule I









 






EXHIBIT A




REAFFIRMATION OF SUBSIDIARY GUARANTY




     Reference is made to the Note Purchase Agreement dated as of August 1, 2004 (the “Note
Agreement”) among Encore Wire Limited, a Texas limited partnership (the “Company”), Encore Wire
Corporation, a Delaware corporation, and each of the Purchasers named in Schedule A thereto
pursuant to which the Company issued $45,000,000 aggregate principal amount of its 5.27% Senior
Notes, Series 2004-A, due September 30, 2011 (the “Notes”). In connection with the Note Agreement,
the undersigned executed and delivered a Subsidiary Guaranty dated as of August 1, 2004 in favor of
the holders from time to time of the Notes.



     The undersigned acknowledges receipt of the Waiver, consents to such Waiver and each of the
transactions contemplated thereby, and hereby reaffirms its obligations under the Subsidiary
Guaranty.



Dated as of June 29, 2007




	 	 	 	 	 
	 	EWC AVIATION Corp.

 	 
	 	By:  	/s/ Frank J. Bilban
 	 
	 	 	Name:  	Frank J. Bilban 	 
	 	 	Title:  	Vice President & Chief Financial Officer 	 
	 




Exhibit A