exv10w7



 






EXHIBIT 10.7




THIRD AMENDMENT TO

CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of November 2, 2005 (the
“Amendment”) relating to the Credit Agreement referenced below, is by and among COLEMAN
CABLE, INC., a Delaware corporation (the “Company”), certain 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 (“Wachovia”), as administrative agent (in such capacity, the
“Administrative Agent” or the “Agent”).



W I T N E S S E T H




     WHEREAS, a $75,000,000 credit facility has been extended to the Borrowers pursuant to the
terms of that certain Credit Agreement dated as of September 28, 2004 (as amended, modified or
otherwise supplemented from time to time, the “Credit Agreement”) among the parties
identified in the introductory paragraph above; and



     WHEREAS, the Administrative Agent 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.




          “Third 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 Section 8.3. Section 8.3 of the Credit Agreement is hereby deleted in its
entirety.



PART 3

CONDITIONS TO EFFECTIVENESS




     SUBPART 3.1 Third Amendment Date. This Amendment shall be and become effective as of
the date hereof (the “Third 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 “Third 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 parties hereto.



 









 





     SUBPART 3.3 Other. The Administrative Agent shall have received such other documents,
agreements or information which may be reasonably requested by the Administrative Agent relating to
the existence of the Credit Parties, the corporate authority for and the validity of this Amendment
and the transactions contemplated hereby, and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent in its sole good faith discretion.



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 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 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.



     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.



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     SUBPART 4.9 Payment of Fees and Expenses. Each of the Borrowers agrees, jointly and
severally, to pay all 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 Mayer, Brown, Rowe & Maw LLP.



     SUBPART 4.10 Approval by Lenders. Each Lender, by delivering its signature page to
this Amendment on the Third Amendment Date, 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, on the Third Amendment Date.



[remainder of page intentionally left blank]





3









 








     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/CFO	 	 
	 
	 	 	 	 	 	 
	 	 	OSWEGO WIRE INCORPORATED.,	 	 
	 	 	a Texas corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard N. Burger
 

Richard N. Burger
	 	 
	 

	 	Title:
	 	Executive Vice President/CFO	 	 
	 
	 	 	 	 	 	 
	 	 	CCI ENTERPRISES, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard N. Burger
 

Richard N. Burger
	 	 
	 

	 	Title:
	 	Executive Vice President/CFO	 	 







	 	 
	4	THIRD AMENDMENT





 









 













	 	 	 	 	 	 	 
	AGENT AND LENDERS
	 	WACHOVIA BANK,	 	 
	 	 	NATIONAL ASSOCIATION,	 	 
	 	 	as Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Maura S. Atwater	 	 
	 

	 	Name:
	 	 

Maura S. Atwater
	 	 
	 

	 	Title:
	 	Vice President	 	 






THIRD AMENDMENT









 






	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC.,	 	 
	 	 	as Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Glenn P. Bartley	 	 
	 

	 	Name:
	 	 

Glenn P. Bartley
	 	 
	 

	 	Title:
	 	Director	 	 






THIRD AMENDMENT









 






	 	 	 	 	 	 	 
	 	 	ING CAPITAL LLC,	 	 
	 	 	as Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bennett C. Whitehurst	 	 
	 

	 	Name:
	 	 

Bennett C. Whitehurst
	 	 
	 

	 	Title:
	 	Vice President	 	 






THIRD AMENDMENT









 






	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sherry Winick	 	 
	 

	 	Name:
	 	 

Sherry Winick
	 	 
	 

	 	Title:
	 	Vice President	 	 






THIRD AMENDMENT









 






	 	 	 	 	 	 	 
	 	 	ASSOCIATED BANK,	 	 
	 	 	NATIONAL ASSOCIATION,	 	 
	 	 	as Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph J. Gehrke	 	 
	 

	 	Name:
	 	 

Joseph J. Gehrke
	 	 
	 

	 	Title:
	 	Vice President	 	 






THIRD AMENDMENT









 






CONSENT OF GUARANTORS




     Each of the undersigned (collectively the “Guarantors” and each a
“Guarantor”), does hereby acknowledge receipt of a copy of the foregoing Amendment, dated
as of the same date hereof, and, in connection therewith, hereby consents to the execution,
delivery and performance thereof and agrees that nothing contained therein nor in any document,
instrument or other agreement required or contemplated thereby, shall alter, discharge, release,
cancel or impair the duties and obligations of such Guarantor under the Guaranty Agreement and that
the Guaranty Agreement shall continue to remain in full force and effect, enforceable against such
Guarantor in accordance with its terms, without any right of offset, deduction, defense or
counterclaim in favor of such Guarantor against the Administrative Agent or the Lenders.



     IN WITNESS WHEREOF, each of the Guarantors has executed this Consent under seal as of November
2, 2005.





	 	 	 	 	 	 	 
	GUARANTORS:	 	BARON WIRE & CABLE CORP.,	 	 
	 	 	an Illinois corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard N. Burger
 

Richard N. Burger
	 	 
	 

	 	Title:
	 	Executive Vice President/CFO	 	 
	 
	 	 	 	 	 	 
	 	 	THE DEKALB WORKS COMPANY,	 	 
	 	 	an Illinois corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard N. Burger
 

Richard N. Burger
	 	 
	 

	 	Title:
	 	Executive Vice President/CFO	 	 
	 
	 	 	 	 	 	 
	 	 	CCI INTERNATIONAL, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard N. Burger
 

Richard N. Burger
	 	 
	 

	 	Title:
	 	Executive Vice President/CFO	 	 
	 
	 	 	 	 	 	 
	 	 	LAKESIDE DRIVE ASSOCIATES, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard N. Burger
 

Richard N. Burger
	 	 
	 

	 	Title:
	 	Executive Vice President/CFO	 	 







THIRD AMENDMENT