exv10w1






Exhibit 10.1




SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

AND CONSENT




     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT dated as of June
18, 2009 (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”).



W I T N E S S E T H




     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;



     WHEREAS, the Borrowers have requested that the Lenders consent to the use by the Borrower of
up to $30,000,000 of its funds for the payment of principal, interest and premium (if any) in order
to redeem, retire or repurchase Senior Note Debt (2004) and/or Senior Note Debt (2007) (the
“Senior Note Repurchase”), notwithstanding the provisions of the Credit Agreement to the
contrary: and



     WHEREAS, the Administrative Agent and the Lenders have agreed to consent to the Senior Note
Repurchase on the terms and conditions set forth 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.




     “Second Amendment Date” is defined in Subpart 4.1.



 









 





     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 “Applicable Percentage” in Section 1.1 of the Credit Agreement is hereby
amended by deleting the table set forth therein and replacing it with the following:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	Applicable
	 	 	 	 	Quarterly Average Excess	 	Percentage	 	Percentage
	Level	 	Availability	 	for Eurodollar Loans	 	for Base Rate Loans
	 	1	 	 	> $40,000,000

	 	 	2.50	%	 	 	1.25	%
	 	2	 	 	> $30,000,000 and
£ $40,000,000

	 	 	2.75	%	 	 	1.50	%
	 	3	 	 	£ $30,000,000

	 	 	3.00	%	 	 	1.75	%






     (b) The definition of “Applicable Percentage” in Section 1.1 of the Credit Agreement is hereby
further amended by adding the following new sentence at the end thereof:




     For purposes of clarity, the parties hereto acknowledge and agree that the Applicable
Percentages in effect immediately prior to the Second Amendment Date shall remain in effect
until adjusted on the first Calculation Date subsequent to June 30, 2009.



     (c) The definition of “Unused Line Percentage” is hereby deleted in its entirety and replaced
with the following:



          “Unused Line Percentage” shall mean 0.50%.



     (d) The following definition is hereby added to Section 1.1 of the Credit Agreement in
appropriate alphabetical order:




     “Second Amendment Date” means June 18, 2009.




2











 





PART 3

CONSENT




     SUBPART 3.1 Consent. The Lenders hereby consent to the consummation of the Senior
Note Repurchase notwithstanding the provisions of Section 7.13 or Section 9.13(d)
to the contrary; provided that (i) no Default or Event of Default has occurred and is
continuing at the time or would result from the consummation thereof and (ii) Excess Availability
after giving effect to the Senior Note Repurchase shall be greater than $40,000,000.



PART 4

CONDITIONS TO EFFECTIVENESS




     SUBPART 4.1 Second Amendment Date. This Amendment shall be and become effective as of
the date hereof (the “Second 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 “Second Amendment”.



     SUBPART 4.2 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.



     SUBPART 4.3 Amendment Fee. The Administrative Agent shall have received, for the
account of each Lender which executes this Agreement before noon, Charlotte, North Carolina time,
on June 18, 2009 (each, an “Executing Lender”), an amendment fee in an amount equal to
0.50% multiplied by the aggregate Commitments of the Executing Lenders, to be allocated pro rata
among such Executing Lenders according to their respective Commitments.



     SUBPART 4.4 Other. The Administrative Agent shall have received such other
documents, agreements or information which it may reasonably request.



PART 5

MISCELLANEOUS




     SUBPART 5.1 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 this Amendment, (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 this Amendment, (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,



3









 







reorganization, moratorium or other similar laws affecting the rights of creditors generally or by
general principles of equity.



     SUBPART 5.2 Cross-References. References in this Amendment to any Part or Subpart
are, unless otherwise specified, to such Part or Subpart of this Amendment.



     SUBPART 5.3 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 5.4 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 5.5 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 5.6 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 5.7 Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.



     SUBPART 5.8 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 5.9 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 5.10 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.



[remainder of page intentionally left blank]




4









 








     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:

Name:
	 	/s/ Richard N. Burger
 

Richard N. Burger
	 	 
	 

	 	Title:
	 	Executive Vice President and CFO	 	 






 









 





	 	 	 	 	 	 	 
	AGENT AND LENDERS	 	WACHOVIA BANK,

NATIONAL ASSOCIATION,

as Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Eric Butler
 

Eric Butler
	 	 
	 

	 	Title:
	 	Managing Director	 	 







 












 





	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC.,

as Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kathryn Ellero	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kathryn Ellero	 	 
	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	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/ Jake Goldstein	 	 
	 

	 	Name:
	 	Jake Goldstein

	 	 
	 

	 	Title:	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A. (successor to LaSalle 

Business
Credit, LLC), as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Elizabeth J. Mitchell	 	 
	 

	 	Name:
	 	Elizabeth J. Mitchell

	 	 
	 

	 	Title:	 	Vice President